Bridgepoint Group
plc
(the
"Group" or the
"Company")
2024 was a transformational
year for Bridgepoint
Step-change in the Group's
scale and diversity; strong fundraising
and investing activity, driving material growth in financial
performance
Momentum across business
underpins increasing confidence in outlook and upgrade to
fundraising target
Bridgepoint Group plc today
announces preliminary results for the 12 months to 31 December
2024.
Highlights:
Performance versus 12 months ended 31 December
2023:
|
•
|
52% increase in pro forma
underlying management and other income to £404.0 million (2023:
£266.3 million);
|
|
•
|
63% increase in pro forma Fee
Related Earnings ("FRE") to
£155.3 million (2023: £95.0 million);
|
|
•
|
150% increase in pro forma
Performance Related Earnings ("PRE") to £138.5 million (2023: £55.3
million);
|
|
•
|
96% increase in pro forma
underlying EBITDA to £292.0 million (2023: £148.8 million) with an
EBITDA margin of 54%;
|
|
•
|
Reported profit before tax
(excluding unrealised FX losses) in 2024 of £93.0 million (2023:
£88.4 million);
|
|
•
|
Reported profit after tax in 2024
of £69.1 million (2023: £70.7 million) including ECP transaction
costs in both years;
|
|
•
|
€8.5 billion returned to fund
investors (2023: €1.7 billion);
|
|
•
|
Fundraising for BDC V to
conclude shortly at €2.8 billion, well ahead of €2 billion cover
number, following on from the success of the BE VII and
ECP V fundraises earlier in the year; and
|
|
•
|
69% increase in AUM to
$75.6 billion (2023: $44.7 billion) and 49% increase in
Fee Paying AUM to €38.7 billion (2023: €26.0 billion) driven
by robust organic growth and the completion of the ECP transaction
in August 2024.
|
Updated guidance (including ECP):
|
•
|
Increasing 2024-2026 'next cycle'
fundraising target from €20 billion to €24 billion;
|
|
•
|
ECP VI expected to become fee
paying in Q2 2025, cover number of US$5 billion;
|
|
•
|
PRE of ca. 25% of total income
across 2025 and 2026; and
|
|
•
|
Profile across 2025/26 subject to
timing of BE VI carry and Calpine proceeds and timing.
|
Raoul Hughes, Chief Executive said:
"2024 was a transformational year
for the Bridgepoint Group, with the closing of the ECP transaction
in August and strong underlying profit growth, driven by successful
fundraising, consistent capital deployment and a record amount of
capital returned to our clients. Pro forma underlying EBITDA almost
doubled to £292 million, reflecting a step-change in scale driven
by M&A in addition to organic EBITDA growth of 7%, underscoring
the strength of the business. AUM grew to $75.6 billion, up from
$44.7 billion in 2023, and now stands at 2.3x the level at the
IPO.
"As a result of the momentum in
the business, we have upgraded our fundraising guidance. With BDC V
closing at €2.8 billion shortly, the total fundraising target by
the end of 2026 has been increased from €20 billion to €24 billion.
We are well placed as we start fundraising for ECP VI, which is
expected to become fee-paying in Q2 2025. Together with the
expectation that BE VIII will become fee paying in mid-2026,
further strengthens the firm's long-term revenue
visibility.
"The medium-term growth prospects
for private markets are exciting. Our strategy builds on the
strength of the platform and positions the Group to capitalise on
market consolidation and evolving investor needs. The Group is
confident in its positioning in the global middle market and
ability to deliver on the goals set out at our Capital Markets Day
in October last year, including more than doubling AUM in the next 5-6 years to
$200 billion by scaling and diversifying verticals, and pursuing
platform-enhancing M&A."
Financial performance (including ECP for 12 months in
2024)
|
•
|
AUM of $75.6 billion and Fee
Paying AUM of €38.7 billion;
|
|
•
|
Pro forma underlying management
fees of £404.0 million, including £30.4 million of catch-up fees
from BE VII (£22.2 million) and ECP V (£8.2 million) (2023: BE VII,
£6.8 million). No further catch-up fees charged in H2
2024;
|
|
•
|
Pro forma underlying Expenses of
£248.7 million;
|
|
•
|
Pro forma FRE of £155.3
million;
|
|
•
|
Pro forma PRE of £138.5
million;
|
|
•
|
Pro forma underlying EBITDA of
£292.0 million with an EBITDA margin of 54%;
|
|
•
|
Pro forma underlying profit before
tax (excluding unrealised FX losses) of £249.8 million;
and
|
|
•
|
Pro forma underlying profit before
tax of £237.5 million, giving pro forma underlying basic EPS of
25.7p.
|
Fundraising
|
•
|
BDC V expected to close in March
at €2.8 billion, well ahead of €2 billion cover number;
|
|
•
|
ECP VI has started fundraising
this quarter with a cover number of US$5 billion;
|
|
•
|
ECP's evergreen product and the
Group's wealth products soon to launch; and
|
|
•
|
€6 billion of the previous
fundraising target of €20 billion from mid-2024 to the end of 2026
has now been raised.
|
Deployment
|
•
|
Consistent deployment pace in 2024
with BE VII 64% committed across 13 investments, ECP V 66%
committed and BDC V 11% committed; and
|
|
•
|
BDL III 88% committed.
|
|
Note: Private equity deployment calculated as a percentage of
primary capital.
|
Exits
|
•
|
Across the Group, €8.5 billion
returned to fund investors in 2024, the strongest ever period for
capital returns; and
|
|
•
|
Against the backdrop of improving
transaction volumes in the market, there is good near-term
visibility on several further exits for 2025 with two-thirds of
these exits expected to close in the second half.
|
Reported financial performance (including ECP from date of
closing)
|
•
|
Management and other fees of
£329.2 million (2023: £265.3 million);
|
|
•
|
EBITDA of £146.2 million (2023:
£97.1 million); and
|
|
•
|
Profit after tax of £69.1 million
(2023: £70.7 million), including ECP transaction costs in both
years, and basic EPS of 8.0p (2023: 8.7p).
|
|
Note: for details for underlying results included in reported
financial performance see the table below 'Reconciliation of pro
forma underlying income statement to IFRS income
statement'.
|
Final dividend
|
•
|
Final dividend of 4.6 pence per
share to be paid in May 2025 subject to shareholder approval at the
Annual General Meeting.
|
Guidance
Fundraising
|
•
|
Increasing 2024-2026 'next cycle'
fundraising target from €20 billion to €24 billion
|
|
•
|
BDC V expected to close in March
at €2.8 billion, charging fees since Q4 2024
|
|
•
|
BG II expected to close in March
at €0.3 billion, charging fees since Q4 2022
|
|
•
|
BE VIII expected to become fee
paying mid 2026 with final close in 2027
|
|
•
|
BDL IV first close of €1.9
billion, charging fees from Q2 2025
|
|
•
|
BCO V expected to become fee
paying in H2 2025
|
|
•
|
Intention to close two CLOs per
year
|
|
•
|
ECP VI expected to become fee
paying in Q2 2025, cover number of US$5 billion
|
|
•
|
Further co-investment,
continuation fund and SMA opportunities
|
Expenses
|
•
|
Continue to target high single
digit growth in expenses per annum
|
PRE
|
•
|
Expected to be c.25% of total
income in 2025 and 2026
|
|
•
|
Profile across 2025/26 subject to
timing of BE VI carry and Calpine proceeds and timing
|
EBITDA
margin
|
•
|
EBITDA margin expected to be
52-55% in 2025/26
|
FINAL DIVIDEND PAYMENT TIMETABLE
The timetable for the payment of
the proposed final dividend of 4.6 pence per share announced today
is, subject to shareholder approval at the AGM, as
follows:
|
Ex-dividend date:
|
24 April 2025
|
|
Record date:
|
25 April 2025
|
|
Payment date:
|
22 May 2025
|
ENQUIRIES
Bridgepoint
FGS Global (Public Relations
Adviser to Bridgepoint)
James Murgatroyd / +44 20 7251
3801 / +44 7768 254 911
Anjali Unnikrishnan / +44 20 7251
3801 / +44 7826 534 233
Bridgepoint-LON@fgsglobal.com
Abbreviated income
statement
|
£ million
|
Pro forma year ended 31 December
2024 (ECP: full year)
|
Year ended 31 December 2024 (ECP:
from completion date)
|
Year ended 31 December 2023 (ECP:
not included)
|
Change pro forma
24 vs. 23 (%)
|
Change 24 vs. 23
(%)
|
|
Underlying management and other
fees
|
402.9
|
336.0
|
265.3
|
51.9%
|
26.6%
|
|
PRE
|
138.5
|
90.7
|
55.3
|
150.5%
|
64.0%
|
|
Other operating income
|
1.1
|
1.0
|
1.0
|
6.0%
|
-
|
|
Underlying total operating
income
|
542.5
|
427.7
|
321.6
|
68.7%
|
33.0%
|
|
Total expenses
|
(318.2)
|
(281.9)
|
(224.5)
|
41.7%
|
25.6%
|
|
Total expenses (excluding
exceptional expenses and adjusted items)
|
(248.7)
|
(212.4)
|
(171.3)
|
45.2%
|
24.0%
|
|
EBITDA
|
224.7
|
146.2
|
97.1
|
131.4%
|
50.6%
|
|
Underlying EBITDA
|
292.0
|
213.5
|
148.8
|
96.2%
|
43.5%
|
|
FRE
|
155.3
|
124.6
|
95.0
|
63.4%
|
31.1%
|
|
Depreciation and
amortisation
|
(38.3)
|
(36.2)
|
(18.7)
|
104.8%
|
93.6%
|
|
Net finance and other (expense) or
income
|
(24.1)
|
(17.0)
|
10.0
|
(341.0)%
|
(270.0)%
|
|
Underlying profit before tax (excluding FX)
|
249.8
|
180.5
|
136.2
|
83.4%
|
32.5%
|
|
FX
|
(12.3)
|
(12.3)
|
(2.4)
|
412.5%
|
412.5%
|
|
Underlying profit before
tax
|
237.5
|
168.2
|
133.8
|
77.5%
|
25.7%
|
|
Profit before tax
|
150.0
|
80.7
|
86.0
|
74.4%
|
(6.2)%
|
|
Tax
|
(25.6)
|
(11.6)
|
(15.3)
|
67.3%
|
(24.2)%
|
|
Profit after tax
|
124.4
|
69.1
|
70.7
|
76.0%
|
(2.3)%
|
Consolidated balance
sheet
|
Summarised consolidated statement
of financial position (IFRS basis)
£ million
|
As at 31 December 2024
|
As at 31 December 2023
|
Change (%)
|
|
Assets
|
|
|
|
|
Non-current assets
|
1,791.0
|
582.2
|
207.6%
|
|
Current assets
|
2,303.9
|
1,795.5
|
28.3%
|
|
Total Assets
|
4,094.9
|
2,377.7
|
72.2%
|
|
Liabilities
|
|
|
|
|
Non-current liabilities
|
2,495.6
|
1,318.8
|
89.2%
|
|
Current liabilities
|
408.1
|
337.7
|
20.8%
|
|
Total Liabilities
|
2,903.7
|
1,656.5
|
75.3%
|
|
Net Assets
|
1,191.2
|
721.2
|
65.2%
|
|
Equity
|
|
|
|
|
Share capital and
premium
|
375.2
|
289.9
|
29.4%
|
|
Other reserves
|
53.1
|
12.6
|
321.4%
|
|
Retained earnings
|
555.1
|
418.7
|
32.6%
|
|
Non-controlling
interests
|
207.8
|
-
|
N/A
|
|
Total Equity
|
1,191.2
|
721.2
|
65.2%
|
Consolidated cash flows
|
Summarised consolidated cash flow
statement (IFRS basis)
£ million
|
Year ended 31 December
2024
|
Year ended 31 December
2023
|
Change
(%)
|
|
Net cash flows from operating
activities
|
10.8
|
95.0
|
(88.6)%
|
|
Net cash flows from investing
activities
|
(928.9)
|
(320.0)
|
190.3%
|
|
Net cash flows from financing
activities
|
776.1
|
325.6
|
138.4%
|
|
Net (decrease)/ increase in cash
and cash equivalents
|
(142.0)
|
100.6
|
(241.1)%
|
|
Total cash and cash equivalents at
beginning of the year
|
314.8
|
220.6
|
42.7%
|
|
Effect of exchange rate
changes
|
(13.0)
|
(6.4)
|
103.1%
|
|
Total cash and cash equivalents at
the end of the year
|
159.8
|
314.8
|
(49.2)%
|
|
of which: cash and cash
equivalents at the end of the year (for use within the
Group)
|
90.8
|
238.8
|
(62.0)%
|
|
of which: CLO cash (restricted for
use within relevant CLO)
|
69.0
|
76.0
|
(9.2)%
|
|
Total cash and cash equivalents at
the end of the year
|
159.8
|
314.8
|
(49.2)%
|
Financial summary
|
|
Pro forma* year ended 31 December
2024 (ECP: full year)
|
Year ended 31 December 2024 (ECP:
from completion date)
|
Year ended 31 December 2023 (ECP:
not included)
|
Change
pro forma 24 vs. 23
(%)
|
Change 24 vs. 23
(%)
|
|
Total AUM ($bn)
|
N/A
|
75.6
|
44.7
|
N/A
|
69.1%
|
|
Total AUM (€bn)
|
N/A
|
73.0
|
40.5
|
N/A
|
80.2%
|
|
Fee Paying AUM (€bn)
|
N/A
|
38.7
|
26.0
|
N/A
|
48.8%
|
|
Management fee margin on Fee
Paying AUM (%)
|
1.17%
|
1.17%
|
1.12%
|
0.05ppt
|
0.05ppt
|
|
Underlying management and other
income (£m)
|
404.0
|
337.0
|
266.3
|
51.7%
|
26.5%
|
|
Underlying total operating income
(£m)
|
542.5
|
427.7
|
321.6
|
68.7%
|
33.0%
|
|
Total expenses (excluding
exceptional expenses and adjusted items) (£m)
|
(248.7)
|
(212.4)
|
(171.3)
|
45.2%
|
24.0%
|
|
Underlying EBITDA (£m)
|
292.0
|
213.5
|
148.8
|
96.2%
|
43.5%
|
|
Underlying EBITDA margin
(%)
|
53.8%
|
49.9%
|
46.3%
|
16.3%
|
7.9%
|
|
FRE (£m)
|
155.3
|
124.6
|
95.0
|
63.4%
|
31.1%
|
|
FRE margin (%)
|
38.4%
|
37.0%
|
35.7%
|
7.7%
|
3.6%
|
|
FRE margin (excluding catch-up
fees) (%)
|
33.4%
|
32.5%
|
34.0%
|
(1.7)%
|
(4.3)%
|
|
PRE (£m)
|
138.5
|
90.7
|
55.3
|
150.5%
|
64.0%
|
|
Underlying profit before tax
(excluding FX) (£m)
|
249.8
|
180.5
|
136.2
|
83.4%
|
32.5%
|
|
Underlying profit before tax
(£m)
|
237.5
|
168.2
|
133.8
|
77.5%
|
25.7%
|
|
Profit before tax (£m)
|
150.0
|
80.7
|
86.0
|
74.4%
|
(6.2)%
|
|
Underlying profit after tax
(£m)
|
211.9
|
156.6
|
118.5
|
78.8%
|
32.2%
|
|
Profit after tax (£m)
|
124.4
|
69.1
|
70.7
|
76.0%
|
(2.3)%
|
|
Basic EPS (pence)
|
15.1
|
8.0
|
8.7
|
73.5%
|
(7.5)%
|
|
Diluted EPS (pence)
|
12.2
|
6.4
|
8.7
|
39.8%
|
(27.2)%
|
|
Underlying basic EPS
(pence)
|
25.7
|
19.5
|
14.9
|
72.5%
|
30.4%
|
|
Underlying diluted EPS
(pence)
|
20.6
|
15.5
|
14.9
|
38.0%
|
3.9%
|
|
*
|
The pro forma results assume that
the acquisition of ECP completed on 1 January 2024.
|
Reconciliation of pro forma
underlying income statement to IFRS income statement
|
£ million
|
Pro forma
year ended 31 December 2024 (ECP:
full year)
|
ECP results between 1 January 2024
to 19 August 2024
|
Underlying year ended 31 December
2024 (ECP: from completion date)
|
Exceptionals and adjusted
items
|
IFRS year ended 31 December
2024 (ECP: from completion date)
|
|
Management and other
fees
|
402.9
|
66.9
|
336.0
|
(6.8)
|
329.2
|
|
PRE
|
138.5
|
47.8
|
90.7
|
7.2
|
97.9
|
|
Other operating income
|
1.1
|
0.1
|
1.0
|
-
|
1.0
|
|
Total operating income
|
542.5
|
114.8
|
427.7
|
0.4
|
428.1
|
|
Personnel expenses
|
(184.9)
|
(28.9)
|
(156.0)
|
(58.6)
|
(214.6)
|
|
Other operating
expenses
|
(63.8)
|
(7.4)
|
(56.4)
|
(10.9)
|
(67.3)
|
|
Expenses excluded from
FRE**
|
(1.8)
|
-
|
(1.8)
|
1.8
|
-
|
|
EBITDA
|
292.0
|
78.5
|
213.5
|
(67.3)
|
146.2
|
|
EBITDA margin (%)
|
53.8%
|
68.4%
|
49.9%
|
N/A
|
34.2%
|
|
FRE
|
155.3
|
30.7
|
124.6
|
(76.3)
|
48.3
|
|
FRE margin (%)
|
38.4%
|
45.8%
|
37.0%
|
N/A
|
14.6%
|
|
Depreciation and
amortisation
|
(18.9)
|
(2.1)
|
(16.8)
|
(19.4)
|
(36.2)
|
|
Net finance and other
(expense)
|
(35.6)
|
(7.1)
|
(28.5)
|
(0.8)
|
(29.3)
|
|
Profit before tax
|
237.5
|
69.3
|
168.2
|
(87.5)
|
80.7
|
|
Tax
|
(25.6)
|
(14.0)
|
(11.6)
|
-
|
(11.6)
|
|
Profit after tax
|
211.9
|
55.3
|
156.6
|
(87.5)
|
69.1
|
|
**
|
Other excluded personnel expenses
include investment linked bonuses and other personnel expenses
relating to corporate development activities. They are excluded
from FRE but are added back to EBITDA. Further details are set out
in supplementary information: alternative performance measures
(APMs).
|
Chief Executive statement
Raoul Hughes
The Group delivered on key
financial and strategic objectives, AUM growing to $75.6 billion,
up from $44.7 billion in 2023, now standing at 2.3x the level at
the IPO. This notable expansion highlights the impact of both
organic growth and strategic developments, with the largest
contribution over the last 12 months coming from the addition
of ECP to the platform. The combination has added important
geographic diversity and a major third vertical of infrastructure
focusing on the highly sought-after energy transition and power
generation investment spaces, ensuring the Group is well placed to
benefit from the tailwinds generated from the need to increase
electricity generation.
The middle market - where we are a
global leader - continued to prove itself as a highly attractive
place to invest across asset classes. Its resilience through
cycles, combined with Bridgepoint and ECP's collective track
record, local knowledge and deep sector expertise, enabled capital
deployment to continue in line with our historic pace, capitalising
on often off- market opportunities and navigating broader economic
headwinds. The Group delivered a record year in terms of exits with
over €8 billion of capital returned to investors. Our funds
continue to perform and deployment across our strategies remains on
track.
This notable performance fed
through to fundraising, with significant progress made in 2024
thanks to the successful closings of BE VII, ECP V and BDC V - all
at or above their cover number. As a result, the Group is
increasing its previous fundraising target from €20 billion to €24
billion for the period from mid-2024 to the end of 2026. In
addition, several key new organic strategic initiatives were
progressed with both ECP's evergreen product and the Group's wealth
product soon to launch.
These achievements contributed to
strong financial performance in 2024, which exceeded expectations.
Pro forma underlying* management and other income increased to
£404.0 million in 2024, up from £266.3 million in 2023, driven by
the substantial growth in AUM. Pro forma FRE* rose to £155.3
million, representing a 63% increase from £95.0 million in 2023.
Pro forma underlying EBITDA* almost doubled to £292.0 million,
reflecting a step-change in scale driven by M&A. Organic
EBITDA growth also stood at 7%, underscoring the strength
of the core business.
Robust fundraising
momentum
The capital entrusted to us by
investors continues to be the lifeblood of the Group, and 2024 was
instrumental on that front with €7.8 billion raised over the year.
BDC V will shortly close ahead of guidance at €2.8 billion,
reinforcing the strength of the SMID Cap franchise, with fees
having been charged from October 2024.
Significant groundwork has been
laid for the next fundraising cycle. The next flagship private
equity fund, BE VIII, will launch later this year and will target a
first close in Q2 2026. ECP VI has already launched fundraising
this quarter with a $5 billion cover number, with major momentum
resulting from tailwinds in electrification and a new partnership
with KKR to support AI growth through investments in data centres
and power generation. The possibility of a first close as early as
Q2 this year represents a significant opportunity to expand
the infrastructure strategy further and capture emerging
opportunities in the energy transition.
The credit business continued to
make progress across its direct lending, syndicated debt and credit
opportunities strategies. BDL IV held a first close in early
January 2025 at €1.9 billion. The business also successfully priced
the upsizing and refinancing of CLO 4, originally priced in
December 2022, increasing it by 40% from €320 million to €450
million and reducing the cost of capital. Additionally, two new
CLOs - CLO 6 and CLO 7 were priced in 2024 and external capital was
also raised for the first CLO originator partnership, enabling
continued growth in this vertical while reducing reliance on the
Group's balance sheet. Fundraising for CLO 8 will begin this year,
reinforcing the team's ability to deliver diverse opportunities for
credit investors.
To support this continuous
fundraising activity, fund investor relation capabilities have been
significantly expanded, with new resource added
on the ground in key cities such as Seoul, Tokyo and Abu
Dhabi. These investments, which are made possible because
of the Group's growing scale, enhance our ability to engage
with both institutional and private wealth investors, setting the
stage for the future. With individual investors holding roughly 50%
of global AUM yet accounting for only 16% of capital invested in
private markets, the high-net-worth market presents a promising
source of additional potential capital over the next 10
years.
Strong capital deployment and
returns across investment strategies
More than €10 billion of capital
was deployed across Group funds in 2024 and the year marked the
strongest ever for returning capital to fund investors. Against the
backdrop of improving transaction volumes in the market, there
is good near-term visibility on several further exits for 2025,
with the majority expected to close in the second half. The Group
continued to enjoy good fund performance across strategies,
underscoring the value of its disciplined investment approach and
ability to navigate challenging markets.
Private equity
In private equity, we achieved a
record in terms of capital deployment with over €3 billion deployed
by the Bridgepoint Europe team alone in 2024.
BE VII is now 64% deployed after
two and a half years, spanning 13 investments. Recent investments
include Samy Alliance, a Spanish-headquartered social media
marketing company, Esker, a provider of AI-powered automation
solutions for the Office of the CFO, and Schuberg Philis, a
Dutch-rooted IT company specialising in mission-critical IT
services, cloud-native solutions and digital
transformation.
BDC IV is now fully deployed,
having exchanged or completed on its final four platform
acquisitions over the course of 2024. BDC V is off to a promising
start, with 11% of its capital already committed across two
investments in the year to date: the take-private of Eckoh, a
leading provider of secure payments and customer engagement
software, and Argon & Co, a global consultancy focused on
industrialisation and supply chain excellence.
Key exits in 2024 included Kyriba,
a global leader in liquidity performance; Care UK, a leading
provider of residential and nursing care services in the UK;
Vitamin Well, a premium functional beverage company offering
fortified drinks and supplements; and Oris Dental, a fast-growing
dental care provider in the Nordic region. These exits collectively
returned over €3 billion of capital across the Group's private
equity strategies.
Infrastructure
ECP has also made excellent
progress, with ECP V 66% deployed, reflecting significant demand in
the energy transition and infrastructure sectors. In H2 2024 ECP V
announced three platform acquisitions in power generation and
renewables, totalling $11 billion in enterprise value and over 10
GW of capacity across Texas, Ohio, the Western US and parts of
Europe.
A significant agreed exit was
Calpine, which became the largest producer of clean and reliable
energy in North America during ECP's ownership, reinforcing ECP's
role in shaping the energy transition and ensuring a stable power
supply for customers and communities. Additionally, the exits of
Terra-Gen and Heartland Generation demonstrate ECP's ability to
capitalise on decarbonisation trends and energy security
initiatives, driving compelling returns for investors.
Credit
The credit team has continued to
achieve the performance, resilience and value that our credit
strategies are known for. BDL III is 88% committed with portfolio
metrics including an average LTV of 35% and an average EBITDA
margin of approximately 30% while BCO IV remains on track to meet
its target of 13-15% returns.
Well-positioned in a global
context and long-term market trends
While Europe saw subdued growth
and inflation pressure through the year, the Group's track
record of performing well across cycles and our differentiated
middle market positioning meant we continued to drive returns
through focused asset selection and market leading origination
depth regardless of the broader macroeconomic environment. Our
global footprint, diversified investment strategies, and
disciplined approach to capital allocation, provide resilience in
shifting market conditions.
Sectors such as agriscience,
energy transition and tech-led services continue to experience
significant tailwinds, presenting exciting opportunities for future
growth. Additionally, the Group's focus on structural trends,
including market consolidation, the evolution of scalable
platforms, and the increasing role of private capital
in financing resilient business models, reinforces our ability
to generate long-term value.
The Group's well-established
presence in North America, its significant U.S. private equity
exposure, and track record of far outpacing European GDP through
strategic investments, underpin its ability to navigate complex
markets. Furthermore, stringent asset selection in credit ensures a
balanced risk-reward profile, particularly in defensive
industries.
The path to $200 billion of AUM:
strategy and Capital Markets Day highlights
A personal highlight of 2024 was
the opportunity to set out the Group's long-term strategic vision
at our first Capital Markets Day, which provided an opportunity to
showcase our strategy and the Group's progress since IPO. We
outlined an ambition to become the outright global leader in
middle-market investing, aiming to grow AUM by at least 2.5 times
within the next five to six years through a combination of organic
growth and M&A, with M&A opportunities encompassing
transformational and tuck-in acquisitions. This strategy builds on
the strength of the platform and positions us well to capitalise on
market consolidation and evolving investor needs. It was great to
see such high levels of engagement from our investors and
stakeholders, who share our confidence in the platform we are
building.
Scaling and diversifying existing
verticals
Growth and diversification of
existing investment strategies will continue through a combination
of selectively expanding existing funds, organically adding
adjacent investment strategies, and targeted complementary M&A.
The synergies created by the ECP-Bridgepoint combination are
already enhancing organic growth, including through equity deal
flow in the energy transition space while enabling ECP to leverage
an extensive European network. These efforts reinforce the ability
to deliver long-term value.
Platform-enhancing
M&A
The business aims to continue to
grow through platform-enhancing acquisitions that enable entry into
new asset classes and geographies at scale, strengthen market
presence and increase the diversity of income streams. A
disciplined M&A strategy remains central to strengthening
geographic reach, deepening sector expertise, and expanding into
new areas.
Looking ahead to 2025
With a healthy pipeline of
opportunities, tailwinds in key sectors, and a proven ability to
navigate economic cycles, the Group is well-positioned for the
year ahead. Our ambitious goals reflect the dedication and talent
of our teams, whose performance drives our achievements.
Finally, thank you to all of my
colleagues for their hard work and commitment. We are at our
heart a people business, and nothing would be achievable without
the dedication of the teams in all of our global
offices.
Raoul Hughes
Chief Executive
|
*
|
The pro forma results assume that
the acquisition of ECP completed on 1 January 2024
|
Financial review
CFO statement
The Group's financial performance
in 2024 is ahead of expectations and benefits from the combination
of organic growth and the contribution of ECP.
Pro forma financial results,
including ECP for the full year
Pro forma underlying management
and other income increased by 51.7% to £404.0 million, which
includes the impact of the successful conclusion of the fundraising
for BE VII and ECP V and substantial completion of the raising of
BDC V. Excluding the impact of ECP management and other income grew
14.2%, showing the continued organic opportunities that exist
within our private equity and credit businesses.
The increase in fees, which
includes the impact of £30.4 million of catch up fees,
contributed to the delivery of £155.3 million of pro forma
FRE, an increase of 63.4% including the contribution of ECP,
or organic FRE growth of 16.1%.
Pro forma FRE margin of 38.4%, or
33.4% excluding catch up fees, which compares to 35.7% and
34.0% respectively, benefited from fundraising and locks in
margin for the medium-term.
Pro forma PRE delivered £138.5
million of income, and was enhanced by the contribution from ECP,
which represented 63.0% of the total.
Ultimately fund performance
underpins our business model as it is critical to
our ability to raise new funds. Across our three verticals the
funds are performing strongly, with BDC III, ECP IV and the Calpine
Continuation Fund the stand-out performers during 2024, combining
material exits with valuation growth.
Pro forma underlying EBITDA was
£292.0 million, an increase of £143.2 million or 96.2%
compared to the year ended 31 December 2023 due to higher FRE and
PRE.
Pro forma underlying EBITDA margin
of 53.8% includes the benefit of organic growth of 7.3% and the
contribution of ECP. Margins are therefore moving towards the
EBITDA margin target we set out at our Capital Markets Day of
between 55% to 60% on the conclusion of the next fund
cycles.
Following the completion of the
ECP transaction, the Group is now more diversified, with ECP
contributing 24.8% of management fees and 45.3% of total EBITDA at
an EBITDA margin of 70.6%, demonstrating its accretive benefits to
shareholders. Pro forma underlying profit before tax (excluding FX)
was £249.8 million, an increase of 83.4% from 2023.
Financial results, including ECP
from date of transaction and excluding non-underlying
adjustments
As the ECP transaction did not
complete until 20 August, the financial statements only include the
ECP contribution from that point. When excluding the
pre-acquisition contribution from ECP and the impact of adjustments
for exceptional and other adjusted items, underlying EBITDA was
£213.5 million and underlying profit before tax was £168.2 million
compared with £148.8 million and £133.8 million respectively
in the comparative period.
AUM and fundraising
At 31 December 2024 including ECP
the Group's AUM of $75.6 billion and Fee Paying AUM of €38.7
billion ($40.1 billion) represented growth of 69.1% and 48.8%
respectively since 2023. Organic growth from the scaling of our
private equity and credit strategies was 3.7% and 8.1%
respectively.
Fund commitments raised in 2024
totalled some €7.7 billion. Marketing will occur during 2025 for
ECP VI and the next generation of Direct Lending and Credit
Opportunities funds. Taken together we are increasingly confident
of exceeding the €20 billion target set out previously by the end
of 2026 and have increased guidance to €24 billion.
Balance sheet and
financing
We are a balance sheet light
business, with low leverage.
At 31 December 2024 the Group had
cash of £90.8 million (excluding cash belonging to consolidated
CLOs).
The Group has $614.0 million
(£490.3 million, excluding capitalised
facility costs) of US private placement notes in issue, which have
an average maturity of 6 years. Net leverage represents
1.5x of 2024 pro forma underlying EBITDA.
At the end of 2024 the Group held
investments in funds of £739.9 million (including the Group's
exposure to CLO notes and excluding the interests of
third-party investors), and carried interest at a discounted value
of £113.3 million.
Indicatively, the embedded
potential value of future PRE is very substantial and is forecast
to generate approximately €1.2 billion from current funds. This is
driven by an increased allocation of the share of carried interest
being held by the Group and a greater co-investment in new funds,
which provides the opportunity for significant potential
future profitability and conversion to cash in the
medium-term.
Capital allocation and share
liquidity
Our capital allocation is
relatively straightforward with capital used to support organic
growth, invest in our funds, undertake strategic M&A, pay
dividends and undertake capital returns.
Alongside our 2024 results, we
have announced a final proposed dividend of 4.6 pence per share, in
addition to the 4.6 pence per share paid following the 2024 interim
results.
In addition, since 2023 we have
repurchased shares with a total value of £70.0 million as part
of programmes totalling £100 million, as we felt strongly that our
share price did not reflect underlying performance. During
2024 buybacks totalled £9.8 million and represented a return
of 1.2 pence per share.
Unlocking share liquidity remains
a key focus. At the IPO a staggered lock-up of up to 5 years was
agreed with pre-IPO management shareholders and of the lock-ups
remaining, 81 million shares will be released in 2025 and 186
million shares will be released in 2026. In addition, as shares
related to the ECP transaction are issued, lock-ups applying to
these shares will expire between 2026 and 2029. In September a
group of shareholders sold 14.7 million shares in a placing,
increasing the free float. As lock-ups expire, free float will
further increase.
Overall
Having concluded fundraising for
our flagship funds and completed the ECP transaction in 2024 the
Group is in a strong position to continue its organic and inorganic
growth and deliver on the targets we set out at our Capital Markets
Day, which include our ambition to grow to around $200 billion of
AUM within the next fund cycles.
Ruth Prior
Group Chief Financial Officer
Financial review
Summary
Financial summary
|
|
Pro forma* year ended 31 December
2024 (ECP: full year)
|
Year ended 31 December 2024 (ECP:
from completion date)
|
Year ended 31 December 2023 (ECP:
not included)
|
Change
pro forma 24 vs. 23
(%)
|
Change 24 vs. 23
(%)
|
|
Total AUM ($bn)
|
N/A
|
75.6
|
44.7
|
N/A
|
69.1%
|
|
Total AUM (€bn)
|
N/A
|
73.0
|
40.5
|
N/A
|
80.2%
|
|
Fee Paying AUM (€bn)
|
N/A
|
38.7
|
26.0
|
N/A
|
48.8%
|
|
Management fee margin on Fee
Paying AUM (%)
|
1.17%
|
1.17%
|
1.12%
|
0.05ppt
|
0.05ppt
|
|
Underlying management and other
income (£m)
|
404.0
|
337.0
|
266.3
|
51.7%
|
26.5%
|
|
Underlying total operating income
(£m)
|
542.5
|
427.7
|
321.6
|
68.7%
|
33.0%
|
|
Total expenses (excluding
exceptional expenses and adjusted items) (£m)
|
(248.7)
|
(212.4)
|
(171.3)
|
45.2%
|
24.0%
|
|
Underlying EBITDA (£m)
|
292.0
|
213.5
|
148.8
|
96.2%
|
43.5%
|
|
Underlying EBITDA margin
(%)
|
53.8%
|
49.9%
|
46.3%
|
16.3%
|
7.9%
|
|
FRE (£m)
|
155.3
|
124.6
|
95.0
|
63.4%
|
31.1%
|
|
FRE margin (%)
|
38.4%
|
37.0%
|
35.7%
|
7.7%
|
3.6%
|
|
FRE margin (excluding catch-up
fees) (%)
|
33.4%
|
32.5%
|
34.0%
|
(1.7)%
|
(4.3)%
|
|
PRE (£m)
|
138.5
|
90.7
|
55.3
|
150.5%
|
64.0%
|
|
Underlying profit before tax
(excluding FX) (£m)
|
249.8
|
180.5
|
136.2
|
83.4%
|
32.5%
|
|
Underlying profit before tax
(£m)
|
237.5
|
168.2
|
133.8
|
77.5%
|
25.7%
|
|
Profit before tax (£m)
|
150.0
|
80.7
|
86.0
|
74.4%
|
(6.2)%
|
|
Underlying profit after tax
(£m)
|
211.9
|
156.6
|
118.5
|
78.8%
|
32.2%
|
|
Profit after tax (£m)
|
124.4
|
69.1
|
70.7
|
76.0%
|
(2.3)%
|
|
Basic EPS (pence)
|
15.1
|
8.0
|
8.7
|
73.5%
|
(7.5)%
|
|
Diluted EPS (pence)
|
12.2
|
6.4
|
8.7
|
39.8%
|
(27.2)%
|
|
Underlying basic EPS
(pence)
|
25.7
|
19.5
|
14.9
|
72.5%
|
30.4%
|
|
Underlying diluted EPS
(pence)
|
20.6
|
15.5
|
14.9
|
38.0%
|
3.9%
|
|
*
|
The pro forma results assume that
the acquisition of ECP completed on 1 January 2024.
|
The financial summary above and
throughout the remainder of this section of this announcement
includes two comparisons:
|
·
|
the underlying results for the
year ended 31 December 2024 with ECP results included from
completion date of the acquisition have been compared against
the underlying results for the year ended 31 December 2023 to show
the progression of the Group performance; and
|
|
·
|
the underlying results for the
year ended 31 December 2024 on a pro forma basis, including full
year financial performance of ECP as if the acquisition had
occurred on 1 January 2024 have been compared against underlying
results for the year ended 31 December 2023 excluding ECP, thereby
providing a clearer indication of the impact of ECP performance on
the Group.
|
Total AUM development during the
year
|
€ billion
|
Private equity
|
Credit
|
Infrastructure
|
Total
|
|
31 December 2023
|
28.1
|
12.4
|
-
|
40.5
|
|
Acquisition of ECP
|
-
|
-
|
21.1
|
21.1
|
|
Fundraising
|
3.7
|
2.0
|
2.1
|
7.8
|
|
Divestments
|
(3.5)
|
(1.1)
|
(1.7)
|
(6.3)
|
|
Revaluations
|
2.7
|
0.5
|
5.3
|
8.5
|
|
Foreign exchange
movements
|
-
|
-
|
1.4
|
1.4
|
|
31 December 2024
|
31.0
|
13.8
|
28.2
|
73.0
|
Total AUM at 31 December 2024 was
€73.0 billion ($75.6 billion) compared to €40.5 billion ($44.7
billion) at the end of 2023. The increase is primarily due to the
addition of ECP (infrastructure), additional commitments raised for
BE VII and BDC V (private equity) and ECP V (infrastructure),
deployment of BDL III and BCO IV (credit) and launch of CLO 6 and 7
(credit), and the impact of valuation growth of fund
investments.
Fee Paying AUM development during
the year
|
€ billion
|
Private equity
|
Credit
|
Infrastructure
|
Total
|
|
31 December 2023
|
17.8
|
8.2
|
-
|
26.0
|
|
Acquisition of ECP
|
-
|
-
|
10.7
|
10.7
|
|
Fundraising: fees on committed
capital
|
3.4
|
-
|
0.4
|
3.8
|
|
Deployment of funds: fees on
invested capital
|
-
|
2.3
|
0.5
|
2.8
|
|
Revaluations
|
(0.5)
|
(1.7)
|
(1.0)
|
(3.2)
|
|
Step down
|
(1.4)
|
-
|
(0.7)
|
(2.1)
|
|
Foreign exchange
movements
|
-
|
-
|
0.7
|
0.7
|
|
31 December 2024
|
19.3
|
8.8
|
10.6
|
38.7
|
Fee Paying AUM at 31 December 2024
was €38.7 billion ($40.1 billion) compared to €26.0 billion ($28.7
billion) at the end of 2023, with the increase due to the addition
of ECP (infrastructure), final commitments raised for BE VII and
new commitments for BDC V (private equity), final close of ECP V
(infrastructure), an increase in invested capital in our credit
strategies and the launch of CLO 6 and 7, which became fee
paying during the period, offset by asset realisations.
Fundraising
BE VII (private equity) had a
final close in March 2024 with €7 billion of commitments. BDC V
(private equity) raised €2.5 billion during 2024 and is expected to
final close at €2.8 billion.
BDL IV and BCO V (both credit)
commenced fundraising during 2024 with a first close of BDL IV in
Q1 2025 with €1.9 billion of commitments.
ECP V (infrastructure) had a final
close of $4.4 billion and fundraising for ECP VI (infrastructure)
has commenced with a $5 billion cover number.
Overall, we expect to raise c. €24
billion across the Group during the next fund cycle by the end of
2026, weighted towards commitments raised from ECP VI
(infrastructure) and BE VIII (private equity).
Fund performance
|
Asset class
|
|
Strategy
|
Established
|
Fund details
|
Fund performance at 31 December
2024
|
|
Fund name
|
Vintage
|
Size
|
Gross MOIC
|
DPI1
|
Gross IRR
|
|
Private equity
|
|
Bridgepoint Europe
|
1984
|
BE V
|
2015
|
€4.0bn
|
2.3x
|
1.5x
|
19%
|
|
BE VI
|
2019
|
€5.8bn
|
1.9x
|
0.5x
|
17%
|
|
BE VII
|
2022
|
€7.0bn
|
1.2x
|
-
|
20%
|
|
Bridgepoint Development
Capital
|
2009
|
BDC I
|
2009
|
£300m
|
2.7x
|
2.2x
|
21%
|
|
BDC II
|
2012
|
€353m
|
2.6x
|
2.1x
|
34%
|
|
BDC III
|
2016
|
£605m
|
4.4x
|
2.6x
|
41%
|
|
BDC IV
|
2021
|
£1.6bn
|
1.2x
|
-
|
11%
|
|
Credit
|
|
Direct Lending
|
2015
|
BDL I
|
2015
|
€530m
|
1.3x3
|
1.2x
|
10%
|
|
BDL
II2
|
2017
|
€2.3bn
|
1.3x3
|
0.6x
|
9%
|
|
BDL
III2
|
2021
|
€2.9bn
|
1.2x3
|
0.1x
|
11%
|
|
ECP
|
|
Flagship Funds
|
2005
|
ECP III
|
2014
|
$5.1bn
|
2.2x
|
1.7x
|
18%
|
|
ECP IV
|
2018
|
$3.3bn
|
1.9x
|
0.4x
|
24%
|
|
ECP V
|
2022
|
$4.4bn
|
1.3x
|
-
|
26%
|
|
1.
|
DPI is presented net of carry and
expenses.
|
|
2.
|
BDL II and BDL III are
unlevered.
|
|
3.
|
Gross MOIC does not include the
benefits of recycling.
|
Abbreviated income
statement
|
£ million
|
Pro forma year ended 31 December
2024 (ECP: full year)
|
Year ended 31 December
2024
(ECP: from completion
date)
|
Year ended 31 December 2023 (ECP:
not included)
|
Change pro forma
24 vs. 23 (%)
|
Change 24 vs. 23
(%)
|
|
Underlying management and other
fees
|
402.9
|
336.0
|
265.3
|
51.9%
|
26.6%
|
|
PRE
|
138.5
|
90.7
|
55.3
|
150.5%
|
64.0%
|
|
Other operating income
|
1.1
|
1.0
|
1.0
|
6.0%
|
-
|
|
Underlying total operating
income
|
542.5
|
427.7
|
321.6
|
68.7%
|
33.0%
|
|
Total expenses
|
(318.2)
|
(281.9)
|
(224.5)
|
41.7%
|
25.6%
|
|
Total expenses (excluding
exceptional expenses and adjusted items)
|
(248.7)
|
(212.4)
|
(171.3)
|
45.2%
|
24.0%
|
|
EBITDA
|
224.7
|
146.2
|
97.1
|
131.4%
|
50.6%
|
|
Underlying EBITDA
|
292.0
|
213.5
|
148.8
|
96.2%
|
43.5%
|
|
FRE
|
155.3
|
124.6
|
95.0
|
63.4%
|
31.1%
|
|
Depreciation and
amortisation
|
(38.3)
|
(36.2)
|
(18.7)
|
104.8%
|
93.6%
|
|
Net finance and other (expense) or
income
|
(24.1)
|
(17.0)
|
10.0
|
(341.0)%
|
(270.0)%
|
|
Underlying profit before tax (excluding FX)
|
249.8
|
180.5
|
136.2
|
83.4%
|
32.5%
|
|
FX
|
(12.3)
|
(12.3)
|
(2.4)
|
412.5%
|
412.5%
|
|
Underlying profit before
tax
|
237.5
|
168.2
|
133.8
|
77.5%
|
25.7%
|
|
Profit before tax
|
150.0
|
80.7
|
86.0
|
74.4%
|
(6.2)%
|
|
Tax
|
(25.6)
|
(11.6)
|
(15.3)
|
67.3%
|
(24.2)%
|
|
Profit after tax
|
124.4
|
69.1
|
70.7
|
76.0%
|
(2.3)%
|
The Group's consolidated income
statement has two key components:
|
1.
|
income generated from management
and other fees deriving from long-term fund management contracts,
which taken together with costs (excluding exceptional
expenses, bonuses linked to investment returns and the costs
associated with certain employee share schemes) form FRE;
and
|
|
2.
|
variable income from investments
in funds and carried interest, or PRE. PRE together with FRE forms
the EBITDA of the business.
|
The pro forma results for the year
ended 31 December 2024 include ECP as if the acquisition had
completed on 1 January 2024 to provide a clearer indication of the
performance impact of ECP on the Group. A reconciliation between
the pro forma results and the results under IFRS is provided
below.
Exceptional items are items of
income or expense that are material by size and/or nature and are
not considered to be incurred in the normal course of business.
Exceptional items that are classified as "exceptional" within the
Group Consolidated Statement of Profit or Loss are disclosed
separately to give a clearer presentation of the Group's results.
In the year ended 31 December 2024 exceptional expenses within
EBITDA predominantly related to costs relating to the ECP
transaction. In the year ended 31 December 2023 exceptional
expenses included costs related to the acquisition of the EQT
Credit business and other potential acquisitions. Further
explanation of these items is included within note 9 of the
financial statements.
Underlying profit before tax
excludes exceptional items and other adjusting items. Other
adjusted items include:
|
1.
|
Reinstatement of management fees
relating to CLOs which are consolidated by the Group which are
otherwise eliminated on consolidation form part of
PRE.
|
|
2.
|
Adjustments to PRE to exclude: (i)
the impact of negative returns in the early years of a fund due to
management fee expenses based on the full committed capital of the
fund exceeding capital growth from deployed invested capital
(typically known as the 'J-curve' and which is considered
temporary); and (ii) PRE attributable to third-party investors that
invest in a structured vehicle that is consolidated under IFRS by
the Group, as its inclusion could distort the view of the amount of
PRE attributable to shareholders. Related finance costs payable to
third-party investors are also excluded from finance expenses and
underlying profit before tax.
|
|
3.
|
Exclusion of costs relating to
grants under certain employee share schemes that were granted
following the IPO which are not considered to be
an alternative to cash-based compensation.
|
|
4.
|
Exclusion of the amortisation of
intangible assets arising from the acquisitions of EQT Credit and
ECP.
|
Further explanation of these items
is included within note 9 of the financial statements.
Reconciliation of pro forma
underlying income statement to IFRS income statement
|
£ million
|
Pro forma
year ended 31 December 2024 (ECP:
full year)
|
ECP results between 1 January 2024
to 19 August 2024
|
Underlying year ended 31 December
2024 (ECP: from completion date)
|
Exceptionals and adjusted
items
|
IFRS year ended 31 December
2024 (ECP: from completion date)
|
|
Management and other
fees
|
402.9
|
66.9
|
336.0
|
(6.8)
|
329.2
|
|
PRE
|
138.5
|
47.8
|
90.7
|
7.2
|
97.9
|
|
Other operating income
|
1.1
|
0.1
|
1.0
|
-
|
1.0
|
|
Total operating income
|
542.5
|
114.8
|
427.7
|
0.4
|
428.1
|
|
Personnel expenses
|
(184.9)
|
(28.9)
|
(156.0)
|
(58.6)
|
(214.6)
|
|
Other operating
expenses
|
(63.8)
|
(7.4)
|
(56.4)
|
(10.9)
|
(67.3)
|
|
Expenses excluded from
FRE**
|
(1.8)
|
-
|
(1.8)
|
1.8
|
-
|
|
EBITDA
|
292.0
|
78.5
|
213.5
|
(67.3)
|
146.2
|
|
EBITDA margin (%)
|
53.8%
|
68.4%
|
49.9%
|
N/A
|
34.2%
|
|
FRE
|
155.3
|
30.7
|
124.6
|
(76.3)
|
48.3
|
|
FRE margin (%)
|
38.4%
|
45.8%
|
37.0%
|
N/A
|
14.6%
|
|
Depreciation and
amortisation
|
(18.9)
|
(2.1)
|
(16.8)
|
(19.4)
|
(36.2)
|
|
Net finance and other
(expense)
|
(35.6)
|
(7.1)
|
(28.5)
|
(0.8)
|
(29.3)
|
|
Profit before tax
|
237.5
|
69.3
|
168.2
|
(87.5)
|
80.7
|
|
Tax
|
(25.6)
|
(14.0)
|
(11.6)
|
-
|
(11.6)
|
|
Profit after tax
|
211.9
|
55.3
|
156.6
|
(87.5)
|
69.1
|
|
**
|
Other excluded personnel expenses
include investment linked bonuses and other personnel expenses
relating to corporate development activities. They are excluded
from FRE but are added back to EBITDA. Further details are set out
in the supplementary information: alternative performance measures
(APMs) section below.
|
Underlying total operating
income
|
£ million
|
Pro forma* year ended 31 December
2024 (ECP: full year)
|
Year ended 31 December 2024 (ECP:
from completion date)
|
Year ended 31 December 2023 (ECP:
not included)
|
Change pro forma
24 vs. 23 (%)
|
Change 24 vs. 23
(%)
|
|
Underlying management and other
fees
|
402.9
|
336.0
|
265.3
|
51.9%
|
26.6%
|
|
PRE
|
138.5
|
90.7
|
55.3
|
150.5%
|
64.0%
|
|
Other operating income
|
1.1
|
1.0
|
1.0
|
10.0%
|
-
|
|
Underlying total operating
income
|
542.5
|
427.7
|
321.6
|
68.7%
|
33.0%
|
Pro forma underlying total
operating income increased by £220.9 million to £542.5 million,
primarily due to the impact of ECP, and more generally due to
higher management and other fees which increased by £137.6 million
to £402.9 million, an increase of 51.9%.
Pro forma underlying management
and other fees of £402.9 million are attributable to the reporting
segments set out below.
|
£ million
|
Pro forma* year ended 31 December
2024 (ECP: full year)
|
Year ended 31 December 2024 (ECP:
from completion date)
|
Year ended 31 December 2023 (ECP:
not included)
|
Change pro forma
24 vs. 23 (%)
|
Change 24 vs. 23
(%)
|
|
Private equity
|
238.8
|
238.8
|
205.0
|
16.5%
|
16.5%
|
|
Infrastructure
|
99.9
|
33.0
|
-
|
-
|
-
|
|
Credit
|
61.3
|
61.3
|
56.5
|
8.5%
|
8.5%
|
|
Central
|
2.9
|
2.9
|
3.8
|
(23.7)%
|
(23.7)%
|
|
Underlying management and other
fees
|
402.9
|
336.0
|
265.3
|
51.9%
|
26.6%
|
As well as the impact of ECP,
underlying management and other fees benefited from the final
commitments to BE VII, the start of BDC V and the growth of fee
paying AUM in our credit business. These increases are partially
offset by declining fees on older funds which are in their
divestment phase, where fees are based upon the remaining invested
capital and reduce as investments are realised.
Pro forma underlying management
and other fees of £402.9 million include catch-up fees totalling
£30.4 million comprising BE VII (£22.2 million) and ECP V (£8.2
million) (31 December 2023: BE VII, £6.8 million).
Pro forma PRE of £138.5 million
relates to income from the Group's co-investment in funds and share
of carried interest and has increased by 150.5%. Performance in
2024 includes the contribution of BDC III (private equity), and ECP
IV and the Calpine Continuation Fund (infrastructure), from a
combination of valuation progression and exit activity.
Operating expenses
|
£ million
|
Pro forma* year ended 31 December
2024 (ECP: full year)
|
Year ended 31 December 2024 (ECP:
from completion date)
|
Year ended 31 December 2023 (ECP:
not included)
|
Change pro forma
24 vs. 23 (%)
|
Change 24 vs. 23
(%)
|
|
Personnel expenses (excluding
exceptional expenses and adjusted items)
|
(184.9)
|
(156.0)
|
(126.1)
|
46.6%
|
23.7%
|
|
Other operating expenses
(excluding exceptional expenses)
|
(63.8)
|
(56.4)
|
(45.2)
|
41.2%
|
24.8%
|
|
Total expenses (excluding
exceptional expenses and adjusted items)
|
(248.7)
|
(212.4)
|
(171.3)
|
45.2%
|
24.0%
|
|
Certain share-based
payments
|
(5.9)
|
(5.9)
|
(4.0)
|
47.5%
|
47.5%
|
|
Excluded expenses, consisting
of:
|
|
|
|
|
|
|
Expenses excluded from
FRE
|
(1.8)
|
(1.8)
|
(1.5)
|
18.7%
|
18.7%
|
|
Exceptional expenses
|
(61.8)
|
(61.8)
|
(47.7)
|
29.6%
|
29.6%
|
|
Total expenses
|
(318.2)
|
(281.9)
|
(224.5)
|
41.7%
|
25.6%
|
Pro forma personnel expenses
(excluding exceptional expenses and adjusted items) of £184.9
million increased by 46.6%, which reflected the inclusion of ECP,
the impact of higher FTEs and also increased bonus expenses to take
into account the increased number of portfolio exits during the
year.
Pro forma personnel expenses
(excluding exceptional expenses and adjusted items) as a percentage
of underlying total operating income was 36.5% for the year ended
31 December 2024, compared to 39.2% for the year ended 31 December
2023. The improvement in the ratio in 2024 was primarily due
to an increase in underlying total operating income.
In the year ended 31 December 2024
reported personnel costs of £214.6 million included £50.9 million
of exceptional costs that primarily related to the ECP transaction
(2023: £0.9 million non-ECP related). They also included £5.9
million of share-based payments (2023: £4.0 million) and £1.8
million of expenses that do not form part of FRE (2023: £1.5
million of investment linked bonuses). Further details are
contained within the supplementary information: alternative
performance measures (APMs) section.
Pro forma other operating expenses
(excluding exceptional expenses) of £63.8 million include the
impact of ECP and an increase of costs relating to the
completion of fundraising for BE VII. Other operating expenses
(excluding exceptional expenses) as a percentage of underlying
total operating income was 13.2% for the year ended 31 December
2024 compared to 14.1% for the prior comparative period.
In 2024 and 2023 exceptional
expenses within EBITDA predominantly related to costs incurred in
connection with the acquisition of ECP.
Depreciation and amortisation
expense
|
£ million
|
Pro forma* year ended 31 December
2024 (ECP: full year)
|
Year ended 31 December 2024 (ECP:
from completion date)
|
Year ended 31 December 2023 (ECP:
not included)
|
Change pro forma
24 vs. 23 (%)
|
Change 24 vs. 23
(%)
|
|
Depreciation
|
17.2
|
15.1
|
14.9
|
15.4%
|
1.3%
|
|
Amortisation of other
intangibles
|
1.7
|
1.7
|
0.8
|
112.5%
|
112.5%
|
|
Total depreciation and
amortisation expenses (excluding amortisation of intangibles
relating to acquisitions)
|
18.9
|
16.8
|
15.7
|
20.4%
|
7.0%
|
|
Amortisation of intangibles
relating to acquisitions
|
19.4
|
19.4
|
3.0
|
546.7%
|
546.7%
|
|
Total depreciation and
amortisation expense
|
38.3
|
36.2
|
18.7
|
104.8%
|
93.6%
|
Pro forma depreciation and
amortisation expense (excluding amortisation of intangibles
relating to acquisitions) increased from £15.7 million to £18.9
million, which included the impact of ECP and IT software
costs.
Amortisation of intangibles
includes the amortisation of fund customer relationships
capitalised following the acquisition of the EQT Credit and ECP
businesses. Amortisation relating to acquisition related intangible
assets is not presented on a pro forma basis and has been excluded
from the underlying profitability measures in order to enable a
clearer analysis of the Group's performance.
Finance and other income or
expenses
|
£ million
|
Pro forma* year ended 31 December
2024 (ECP: full year)
|
Year ended 31 December 2024 (ECP:
from completion date)
|
Year ended 31 December 2023 (ECP:
not included)
|
Change pro forma
24 vs. 23 (%)
|
Change 24 vs. 23
(%)
|
|
Interest income on
deposits
|
7.5
|
6.9
|
9.0
|
(16.7)%
|
(23.3)%
|
|
Interest expense on
borrowings
|
(24.4)
|
(17.5)
|
(1.8)
|
1,255.6%
|
872.2%
|
|
Net foreign exchange
gains/(losses)
|
(12.3)
|
(12.3)
|
(2.4)
|
412.5%
|
412.5%
|
|
Net other finance and other
(expenses)/income
|
(6.4)
|
(5.6)
|
(4.1)
|
56.1%
|
36.6%
|
|
Net finance and other
(expense)/income, excluding exceptional and excluded
items
|
(35.6)
|
(28.5)
|
0.7
|
(5,185.7)%
|
(4,171.4)%
|
|
Exceptional other
(expense)/income
|
(0.8)
|
(0.8)
|
6.9
|
(111.6)%
|
(111.6)%
|
|
Net finance and other
(expense)/income, including exceptional and excluded
items
|
(36.4)
|
(29.3)
|
7.6
|
(578.9)%
|
(485.5)%
|
Finance and other income or
expenses include interest income from cash deposits and interest
cost on borrowings, lease related expenses and finance expense or
income on amounts payable to or receivable from related party
investors, along with non-operating foreign exchange gains and
losses.
Pro forma net finance and other
expenses (excluding exceptional and excluded items) were £35.6
million, an increase of £36.3 million, including the interest
cost on the US private placement debt that transferred with the ECP
transaction, as well as the costs associated with
the notes issued by the Group during 2024.
The annualised net finance and
other expenses will increase in 2025 due to the additional
financing raised by the Group in 2024 and reduced
interest income on cash balances. Had the US private placement
notes been in place from 1 January 2024, the interest expense on
borrowings would have been approximately £36.0
million.
Profit before tax
|
£ million
|
Pro
forma* year ended 31 December 2024 (ECP: full year)
|
Year ended 31 December 2024 (ECP:
from completion date)
|
Year
ended 31 December 2023 (ECP: not included)
|
Change
pro forma 24 vs. 23 (%)
|
Change
24 vs. 23 (%)
|
|
Underlying profit before
tax
|
237.5
|
168.2
|
133.8
|
77.5%
|
25.7%
|
|
Exceptional expenses
|
(61.8)
|
(61.8)
|
(47.7)
|
29.6%
|
29.6%
|
|
Exceptional net finance and other
income
|
(0.8)
|
(0.8)
|
6.9
|
(111.6)%
|
(111.6)%
|
|
PRE adjustments
|
0.4
|
0.4
|
-
|
-
|
-
|
|
Certain share scheme
expenses
|
(5.9)
|
(5.9)
|
(4.0)
|
47.5%
|
47.5%
|
|
Amortisation of acquisition
related intangible assets
|
(19.4)
|
(19.4)
|
(3.0)
|
546.7%
|
546.7%
|
|
Profit before tax
|
150.0
|
80.7
|
86.0
|
74.4%
|
(6.2)%
|
|
Underlying profit before tax
margin
|
43.8%
|
39.3%
|
41.6%
|
2.2ppt
|
(2.3)ppt
|
Pro forma underlying profit before
tax was £237.5 million in 2024, an increase
of 77.5% reflecting the increase in EBITDA. The
underlying profit before tax margin was 43.8% for the same
period.
Profit before tax, excluding the
pro forma impact of ECP, decreased to £80.7 million from £86.0
million in the year ended 31 December 2024 compared to the
same period in 2023. This was primarily due to the exceptional
costs relating to the ECP transaction.
Tax
|
£ million
|
Year ended 31 December
2024
|
Year
ended 31 December 2023
|
Change
(%)
|
|
Tax
|
(11.6)
|
(15.3)
|
(24.2)%
|
The tax charge decreased from
£15.3 million in 2023 to £11.6 million in 2024. The effective tax
rate for the year ended 31 December 2024 was 14.4% compared to
17.8% for the year ended 31 December 2023. This was primarily due
to movements in deferred tax liabilities. The underlying effective
tax rate for the year ended 31 December 2024 was 6.9% compared to
11.4% for the year ended 31 December 2023.
As detailed in note 12 to the
financial statements, the Group has a lower effective tax rate than
the UK statutory rate. This is largely driven by timing differences
in the taxation of management fee income and by tax loss
carry-forwards in the UK due to certain forms of income that are
not subject to UK corporation tax.
Profit after tax
|
£ million
|
Year ended 31 December
2024
|
Year
ended 31 December 2023
|
Change
(%)
|
|
Profit after tax
|
69.1
|
70.7
|
(2.3)%
|
Profit after tax decreased by 2.3%
from £70.7 million in 2023 to £69.1 million in 2024.
Earnings per share and dividend
per share
|
£ pence
|
Pro
forma* year ended 31 December 2024 (ECP: full year)
|
Year ended 31 December 2024 (ECP:
from completion date)
|
Year
ended 31 December 2023 (ECP: not included)
|
Change
pro forma 24 vs. 23 (%)
|
Change
24 vs. 23 (%)
|
|
Basic earnings per
share
|
15.1
|
8.0
|
8.7
|
72.7%
|
(8.0)%
|
|
Diluted earnings per
share
|
12.2
|
6.4
|
8.7
|
39.8%
|
(27.2)%
|
|
Basic underlying earnings per
share
|
25.7
|
19.5
|
14.9
|
72.6%
|
30.5%
|
|
Diluted underlying earnings per
share
|
20.6
|
15.5
|
14.9
|
37.9%
|
3.8%
|
|
Interim dividend per
share
|
4.6
|
4.6
|
4.4
|
4.5%
|
4.5%
|
|
Final dividend per
share
|
4.6
|
4.6
|
4.4
|
4.5%
|
4.5%
|
Basic and diluted underlying
earnings per share, excluding the pro forma impact of ECP, grew by
4.6 pence per share and 0.6 pence per share respectively,
reflecting the increased profitability of the Group. Basic and
diluted pro forma underlying earnings per share would have been
25.7 pence per share and 20.6 pence per share respectively,
reflecting the accretive impact of the ECP transaction.
The Directors announced an interim
dividend of 4.6 pence per share in respect of the first half of
2024 that was paid in October 2024. This had a cost of £45.2
million, including related distribution to the sellers of ECP. The
Directors have announced a proposed final dividend of 4.6 pence per
share to be paid on 22 May 2025, subject to shareholder approval.
The cost is estimated to be £38.6 million, plus dividend
equivalents paid to non-controlling interests estimated to be £6.7
million. The actual cost will depend upon the number of shares
in issue when the dividend is paid.
Exposure to foreign
exchange
The following foreign exchange
rates have been used throughout this review:
|
|
Average rate for the year- ended
31 2024
|
Average
rate for the year- ended 31 2023
|
Rate at
31 December 2024
|
Rate
at
31
December 2023
|
|
GBP/EUR
|
1.179
|
1.149
|
1.209
|
1.154
|
|
GBP/USD
|
1.279
|
1.243
|
1.252
|
1.275
|
The table below sets out the
currency exposure for certain reported items, including the impact
of hedging. ECP is included for the full year on a pro forma
basis.
|
%
|
GBP
|
EUR
|
USD
|
Other
|
|
AUM
|
5.1%
|
54.6%
|
40.3%
|
-
|
|
Fee Paying AUM
|
5.9%
|
66.8%
|
27.3%
|
-
|
|
Pro forma management and other
fees
|
51.0%
|
24.3%
|
24.7%
|
-
|
|
Pro forma underlying operating
expenses
|
48.4%
|
20.8%
|
26.5%
|
4.3%
|
|
Pro forma PRE
|
23.6%
|
13.0%
|
63.4%
|
-
|
Consolidated balance
sheet
|
Summarised consolidated statement
of financial position (IFRS basis)
£ million
|
As at 31 December 2024
|
As at 31 December 2023
|
Change (%)
|
|
Assets
|
|
|
|
|
Non-current assets
|
1,791.0
|
582.2
|
207.6%
|
|
Current assets
|
2,303.9
|
1,795.5
|
28.3%
|
|
Total Assets
|
4,094.9
|
2,377.7
|
72.2%
|
|
Liabilities
|
|
|
|
|
Non-current liabilities
|
2,495.6
|
1,318.8
|
89.2%
|
|
Current liabilities
|
408.1
|
337.7
|
20.8%
|
|
Total Liabilities
|
2,903.7
|
1,656.5
|
75.3%
|
|
Net Assets
|
1,191.2
|
721.2
|
65.2%
|
|
Equity
|
|
|
|
|
Share capital and
premium
|
375.2
|
289.9
|
29.4%
|
|
Other reserves
|
53.1
|
12.6
|
321.4%
|
|
Retained earnings
|
555.1
|
418.7
|
32.6%
|
|
Non-controlling
interests
|
207.8
|
-
|
N/A
|
|
Total Equity
|
1,191.2
|
721.2
|
65.2%
|
Net assets principally comprise
cash and investments in money market funds, the fair value of
investments and carried interest receivables from private equity,
infrastructure and credit funds, as well as goodwill arising from
the acquisition of the ECP and EQT Credit businesses.
The IFRS balance sheet includes
the full consolidation of the assets and liabilities of certain
CLOs and interests of third party investors, which are required
under IFRS to be presented gross on the balance sheet.
Non-current assets increased by
207.6% to £1,791.0 million and current assets increased by 28.3% to
£2,303.9 million, primarily due to the impact of additional
investments in funds and CLOs, and intangible assets (including
goodwill) recognised as part of the ECP transaction.
The Group has £765.6 million of
investments in funds (2023: £301.4 million). £581.4 million (2023:
£260.9 million) relates to private equity funds, £57.1 million
(2023: £40.5 million) relates to credit funds, including £14.6
million in CLOs (2023: £15.2 million) and £127.1 million in
infrastructure funds (2023: nil). Third party investors hold an
interest in £143.4 million (2023: nil) of fund investments held
through structured vehicles which are consolidated by the Group.
Investments in private equity funds include an investment which is
to be sold to third party investors during the first half of 2025.
The Group also has a carried interest receivable, which is held at
a discount under IFRS, of £113.3 million (2023: £67.3
million).
At 31 December 2024, the Group had
cash of £90.8 million (including amounts in money market funds, but
excluding cash belonging to the consolidated CLOs).
Total liabilities increased by
75.3% to £2,903.7 million. Non-current liabilities increased 89.2%
to £2,495.6 million, primarily due to an increased
level of liabilities owed by consolidated CLOs. Current liabilities
increased by 20.8% to £408.1 million. Excluding the impact of
consolidated CLOs, non-current liabilities increased by 312.9%, due
to an increase in Group borrowings.
Total equity reflects the 2024
profit and additional reserves created as a result of the ECP
transaction, offset by dividends paid, the cost of the share
buyback programmes and a decrease in other reserves due to
movements in fair value of hedging instruments which is partially
offset by foreign exchange movements. This resulted in total equity
of £1,191.2 million at 31 December 2024.
The consolidation of certain CLOs
could distort how a reader of the financial statements interprets
the balance sheet of the Group. The Group's maximum exposure
to loss associated with its interest in the CLOs is limited to its
investment in the relevant CLOs, which at 31 December 2024 was
£99.5 million (2023: £96.3 million), excluding the investments of
non-controlling interest of £32.8 million (2023: nil).
In addition, a summarised
consolidated balance sheet on a non-statutory basis, excluding
third-party investments, CLO assets and liabilities,
is included below.
|
Summarised condensed consolidated
statement of financial position (excluding third party investments,
CLO assets and liabilities)*
£ million
|
As at 31 December 2024
|
As at 31 December 2023
|
Change
(%)
|
|
Assets
|
|
|
|
|
Non-current assets
|
1,765.3
|
663.3
|
166.1%
|
|
Current assets
|
256.7
|
370.7
|
(30.8)%
|
|
Total Assets
|
2,022.0
|
1,034.0
|
95.6%
|
|
Liabilities
|
|
|
|
|
Non-current liabilities
|
688.8
|
166.8
|
312.9%
|
|
Current liabilities
|
174.8
|
146.0
|
19.7%
|
|
Total Liabilities
|
863.6
|
312.8
|
176.1%
|
|
Net Assets
|
1,158.4
|
721.2
|
60.6%
|
|
Equity
|
|
|
|
|
Share capital and
premium
|
375.2
|
289.9
|
29.4%
|
|
Other reserves
|
53.1
|
12.6
|
321.4%
|
|
Retained earnings
|
555.1
|
418.7
|
32.6%
|
|
Non-controlling
interests
|
175.0
|
-
|
N/A
|
|
Total Equity
|
1,158.4
|
721.2
|
60.6%
|
|
*
|
A full non-statutory consolidated
statement of financial position excluding third-party investments,
CLO assets and liabilities (unaudited) is included in the
supplementary information: alternative performance measures
(APMs).
|
Liquidity
The Group's liquidity requirements
primarily arise in relation to the funding of operations and the
Group's plans in connection with its expansion and
diversification strategy. The Group funds its business using cash
from its operations (retained profits),
capital from shareholders and, from time-to-time,
third-party debt.
Total financial debt and net cash
position
|
£ million
|
As at 31 December 2024
|
As at 31
December 2023
|
Change
(%)
|
|
Borrowings (excluding capitalised
facility costs)
|
(490.3)
|
-
|
N/A
|
|
Cash and cash equivalents
(excluding CLO cash)
|
90.8
|
238.8
|
(62.0)%
|
|
Net (debt)/ cash (excluding
consolidated CLO cash)
|
(399.5)
|
238.8
|
(267.3)%
|
At 31 December 2024, the Group had
net debt of £399.5 million (2023: net cash of £238.8
million).
During the year, the Group issued
$430.0 million of US private placement notes. $41.0 million of
proceeds were used to refinance a portion of ECP debt, which had
$184.0 million outstanding at 31 December 2024. The remaining
proceeds will be used to provide additional resources
to deliver the Group's strategic growth plans. The new notes
are structured in four tranches with maturities of 3, 5, 7 and 10
years and have an average coupon of 6.17 per cent.
Additionally, the Group has a £250.0 million undrawn revolving
credit facility (2023: £250.0 million undrawn).
As at 31 December 2024, in
addition to the liabilities shown on the balance sheet, the Group
had approximately £382.2 million of remaining undrawn capital
commitments to Bridgepoint and ECP funds (2023: £287.3m of
remaining undrawn capital commitments to Bridgepoint
funds).
Consolidated cash flows
|
Summarised consolidated cash flow
statement (IFRS basis)
£ million
|
Year ended 31 December
2024
|
Year ended 31 December
2023
|
Change
(%)
|
|
Net cash flows from operating
activities
|
10.8
|
95.0
|
(88.6)%
|
|
Net cash flows from investing
activities
|
(928.9)
|
(320.0)
|
190.3%
|
|
Net cash flows from financing
activities
|
776.1
|
325.6
|
138.4%
|
|
Net (decrease)/ increase in cash
and cash equivalents
|
(142.0)
|
100.6
|
(241.1)%
|
|
Total cash and cash equivalents at
beginning of the year
|
314.8
|
220.6
|
42.7%
|
|
Effect of exchange rate
changes
|
(13.0)
|
(6.4)
|
103.1%
|
|
Total cash and cash equivalents at
the end of the year
|
159.8
|
314.8
|
(49.2)%
|
|
of which: cash and cash
equivalents at the end of the year (for use within the
Group)
|
90.8
|
238.8
|
(62.0)%
|
|
of which: CLO cash (restricted for
use within relevant CLO)
|
69.0
|
76.0
|
(9.2)%
|
|
Total cash and cash equivalents at
the end of the year
|
159.8
|
314.8
|
(49.2)%
|
Net cash inflows from operating
activities for the year ended 31 December 2024 were £10.8 million.
The decrease of £84.2 million in the net cash flows from operating
activities compared to the year ended 31 December 2023 was due the
payment of costs relating to the ECP transaction which offset
increased underlying profitability.
Operating cash flows, excluding
the payment of exceptional costs relating to the ECP transaction,
represented 102.9% of FRE demonstrating the cash generation of the
business (2023: 124.2%). On a pro forma basis, operating cash flows
for the year ended 31 December 2024, including ECP from 1 January
but excluding exceptional items, would have represented 100.4% of
FRE.
Net cash outflows from investing
activities include investments into the Group's funds, offset by
proceeds from carried interest and distributions from funds. Net
cash outflows from investing activities for the year ended 31
December 2024 were £928.9 million; this was made up of cash
consideration paid to the ECP vendors, net of cash acquired as a
component of the purchase consideration, net investments of £289.1
million into funds and net cash outflows of £488.5 million into the
Group's CLOs, which reflects the impact of the launch of CLO VII
and the warehousing of CLO VIII (both of which are
consolidated).
Net cash inflows from financing
activities include movements in the borrowings of the Group, funds
drawn and repaid to consolidated CLO investors and payments to
shareholders. For the year ended 31 December 2024 net cash inflows
from financing activities totalled £776.1 million, which primarily
related to the net proceeds from the issue of US private placement
notes of £293.3 million, net cash inflows of CLO cash from
investors in CLO VI and VII (which are consolidated) of £456.3
million, offset by distributions paid to shareholders and
non-controlling interests of £80.1 million and payments to acquire
shares as part of the share buyback programme, which totalled £9.8
million by the end of the year.
In addition to £90.8 million of
its own cash at 31 December 2024, the Group had £69.0 million
recorded on the balance sheet as consolidated CLO cash which was
held by the consolidated CLO vehicles, legally ring-fenced and not
available for use by the Group.
The consolidated cash flow
statement includes the gross cash inflows and outflows for the
period in respect of the consolidated CLOs, and cash held at 31
December 2024 for those CLOs which are required to be consolidated.
This could distort how a reader of the financial statements
interprets the cash flows of the Group, therefore a cash flow
statement without the consolidated CLO vehicles is presented
below.
|
Summarised consolidated cash flow
statement (excluding cash flows relating to third-party CLOs and
other investors, non-statutory)*
£ million
|
Year ended 31 December
2024
|
Year ended 31 December
2023
|
Change
(%)
|
|
Net cash flows from operating
activities (excluding third-party CLOs and other
investors)
|
17.6
|
95.0
|
(81.5)%
|
|
Net cash flows from investing
activities (excluding third-party CLOs and other
investors)
|
(365.4)
|
94.3
|
(487.5)%
|
|
Net cash flows from financing
activities (excluding third-party CLOs and other
investors)
|
209.2
|
(140.8)
|
(248.6)%
|
|
Net (decrease)/ increase in cash
and cash equivalents (excluding third-party CLOs and other
investors)
|
(138.6)
|
48.5
|
(385.8)%
|
|
Cash and cash equivalents at
beginning of the year (excluding third-party CLOs and other
investors)
|
238.8
|
196.0
|
21.8%
|
|
Effect of exchange rate changes on
cash and cash equivalents (excluding consolidated CLOs)
|
(9.4)
|
(5.7)
|
(64.9)%
|
|
Net cash at the end of the year
(excluding third-party CLOs and other investors)
|
90.8
|
238.8
|
(62.0)%
|
|
*
|
A full non-statutory consolidated
cash flow statement excluding cash flows relating to third-party
CLOs and other investors (unaudited) is included in the
supplementary information: non-statutory consolidated financial
statements section.
|
Key risks
The Group's risk management
framework is designed to identify a broad range of risks and
uncertainties which it believes could adversely impact the
stability and financial prospects of the Group. A similar and
parallel process is also undertaken with respect to risks facing
the funds managed by the Group and as required by applicable
regulatory regimes. As part of each of these frameworks and
processes, ESG-related risks are actively considered.
The following section sets out the
Group's key risks as identified during the risk management process,
with details of the primary mitigating actions, controls or
monitors for each of these risks.
The key risks are described based
on the Group's combined assessment of the likelihood of each risk
eventuating and the impact of each risk on the Group as a whole
after the Group's controls and mitigants are taken into
account.
Additional risks and uncertainties
that the Group may face, including those that are not currently
known or that the Group currently deems immaterial, may
individually or cumulatively also have a material effect on the
Group's business, results of operations and/or financial
condition.
|
Fundraising challenges
|
|
|
|
|
Description
Funds under management by the
Group typically have a finite life and a finite amount of
commitments from fund investors. Once a fund nears the end of its
investment period, the Group raises additional or successor funds
in order to keep making investments in that strategy and earn
management fees (although funds and investment vehicles continue to
earn management fees after the expiration of their investment
periods, they generally do so at a reduced rate).
The alternative investment
management sector is intensely competitive, with the Group
competing with a number of others for investor capital, including
sponsors of public and private investment funds. Fundraising
markets remained congested in 2024. If there were a greater number
of competing products promoting similar or higher rates of return
than those achieved by the funds offered by the Group, the
attractiveness of Group funds to investors could decrease and Group
funds could experience reduced investor commitments.
The inability to raise additional
or successor funds (or raise successor funds of a comparable size
to predecessor funds), or a change in the terms on which investors
are willing to invest, could have a material adverse impact on the
Group's business, revenue, net income,
cash flows or the ability to retain employees.
|
|
Mitigation
The Group's capital raising
efforts are supported by an in-house global investor services team,
which utilises the Group's data and technology capabilities. The
Group has expanded this team globally, with a greater number of
professionals in a greater number of locations across the
network.
The Group has also made efforts to
broaden its investor base, both in terms of the number of investors
across the platform and the geographic spread of such investors. In
particular, the introduction of new products and strategies to the
Group through growth or acquisition, such as through the
combination with ECP, has also helped to broaden the investor base
by investor type, geography and investment strategy.
As a leading middle market
investor, the Group offers
investors a differentiated approach arising from its global reach
and ability to deploy capital across
middle market strategies. This differentiation insulates the Group, to some extent, against the competitive
pressures arising in respect of attracting fund
investors.
|
|
Law and regulation
|
|
|
|
|
Description
The international nature of the
Group's business, with corporate and fund entities located in
multiple jurisdictions and a diverse investor base, makes it
subject to a wide range of laws and regulations. It is supervised
by a number of regulators, including the Financial Conduct
Authority in the UK, the Securities and Exchange Commission in the
United States, the Autorité des Marchés Financiers in France and
the Commission de Surveillance du Secteur Financier in Luxembourg.
Failure to comply with applicable laws and regulations may put the
Group at risk of fines, lawsuits or reputational damage.
As the Group expands into new
products and strategies, the laws and regulations that apply to the
Group also expands, often in a way which overlaps and requires
complex review, assessment and regulatory
implementation.
Increased law and regulation may
impact the Group's operating entities, funds, and the markets and
sectors in which the Group's investment strategies invest or from
which capital is raised.
|
|
Mitigation
The Group is supported by a Legal
and Compliance team that provides guidance to the business on its
regulatory and legal obligations. As the Group expands into new
products and strategies, the Group ensures that this team is well
placed to address the increasing and developing framework of
applicable regulation faced by the Group.
The Group monitors regulatory and
legislative changes in the jurisdictions in which it operates
and interacts with regulators and industry bodies to stay
informed of regulatory changes. It also
proactively takes actions to comply with any changes in law or
regulation.
Employees of the Group are
provided with periodic training on the laws and regulations
relevant to the Group.
|
|
Changes in macroeconomic
environment
|
|
|
|
|
Description
Macroeconomic events may
contribute to volatility in financial and global markets which can
adversely impact the Group's business by reducing the value or
performance of the investments made by the Group's funds as well as
the availability of financial resources available to the Group.
These pressures may result in challenges in finding investment
opportunities for funds as well as challenges in exiting existing
investments to realise value for investors. This could in turn
affect the Group's ability to raise new funds and materially reduce
its profitability.
For example, rising interest rates
may adversely impact multiples and discount rates used for
investment valuations. Higher interest rates may also reduce the
Group's ability to secure favourable financing, both for the Group
itself and for the funds it manages.
|
|
Mitigation
The Group's business model is
predominantly based on illiquid, closed-end funds which allow
investment teams to remain disciplined throughout economic cycles.
In addition, the Group actively manages fund portfolios as well as
the Group's liquidity and operations to ensure resilience across a
range of macroeconomic outcomes.
The expansion of the Group into
different strategies can help to mitigate the impact of
macroeconomic changes, as different classes will react differently
to macroeconomic impacts. For example higher interest rates may
benefit the Group's credit strategy.
The Group's senior management and
strategy leadership regularly update the business on economic
trends and outlooks to aid investment teams and corporate functions
in anticipating and proactively addressing macroeconomic
risks.
|
|
Fund underperformance
|
|
|
|
|
Description
In the event that certain of the
funds managed by the Group were to perform unsatisfactorily, in
particular if this were the case for a larger fund (for example,
the current ECP flagship fund, Bridgepoint Europe VII, or their
successors), this may adversely affect the Group's business, brand
and reputation and lead to difficulties for the Group in attracting
fund investors and raising capital for new funds in the
future.
|
|
Mitigation
The Group's investment strategies
each have in place a robust and disciplined investment process
where investments are analysed and selected by investment focused
committees. Each strategy will also regularly review and monitor
investment performance and delivery of investment objectives. Any
'at risk' investments are subject to particular focus and
specialist attention. For example, such investments are
reviewed by the Portfolio Working Group within the Group's private
equity strategy.
Investment processes not only
evaluate and mitigate the risks inherent in particular investments
or divestments, but also ensure that decisions are taken in
accordance with the relevant fund's investment strategy and
governing documents. This includes limiting fund exposure to
individual investments, and diversifying investments in terms of
sectors and geographies.
Deal flow is driven by the Group's
sector strategy which is continually refined to take advantage of
market conditions, including changes in competitive pressures. The
Group's investment approach has evolved through different economic
cycles, helping it to resist temporary pressures.
The introduction of new products
and strategies to the Group, such as following the combination with
ECP, helps to reduce dependence on performance of any individual
fund.
|
|
Decreased pace or size of
investments
made by Group funds
|
|
|
|
|
Description
The Group's revenue is driven in
part by the pace at which the funds it manages make investments and
the size of those investments, and a decline in the pace or the
size of such investments may reduce the Group's revenue.
Many factors could cause a decline
in the pace of investment, including the inability of the Group's
investment professionals to identify attractive investment
opportunities, decreased availability of capital on attractive
terms and the failure to consummate identified investment
opportunities because of business, regulatory or legal
complexities, or uncertainty and adverse developments in the global
economy or financial markets.
The Group competes for investment
opportunities for the funds it manages, and such competition is
based primarily on the pricing, terms and structure of a proposed
investment and certainty of execution. Private market transactions
have at times been characterised by changeable and often high
pricing, which can make the deployment of capital more
difficult.
A failure to deploy committed
capital in a timely manner may have a negative impact on investment
performance and the ability to raise new funds.
|
|
Mitigation
The pace of investment is kept
under close review by the leadership of each of the Group's
strategies to ensure that it is maintained at a level
that is appropriate for market conditions and is in line with
broader strategic objectives.
The Group maintains an ongoing
dialogue with its investors and is sensitive to their concerns
regarding investment and realisation pace. These concerns are taken
into consideration when setting the short and long-term strategy of
a fund, and where necessary investor consent can be sought to
modify investment periods to align with a pace of investment that
is reasonably and responsibly achievable.
|
|
Personnel and key
people
|
|
|
|
|
Description
The Group's personnel, including
its investment professionals and specialist teams, are highly
important to the Group's business and the implementation of its
strategy, and the market for such persons is highly competitive.
The Group's continued success is therefore dependent upon its
ability to retain and motivate its personnel and to strategically
recruit new talented professionals.
In particular, the Group depends
on the skills, reputations and business networks of its
executive management and other key senior team members and the
information and deal flow they generate.
|
|
Mitigation
The Group places an emphasis on
active engagement with its people to better understand their needs,
and to focus on progression and professional development. The Group
also ensures competitive reward schemes are in place for all
employees. Rewards are weighted towards performance and therefore
provide long-term alignment with fund investors and other key
stakeholders, ultimately driving value for the Group. For senior
management, these include a blend of short and long-term
incentives.
The Group undertakes ongoing
succession planning and invests in leadership
development.
|
|
Information technology
and cyber security
|
|
|
|
|
Description
The Group relies on the secure
processing, storage, and transmission of confidential and
other information in the Group's computer systems and
networks. Cyber-security incidents and cyber-attacks continue to be
a feature of the global economy and as an increasingly global
business, the Group faces various cyber-security threats on a
regular basis. This includes ongoing cyber-security threats to, and
attacks on, digital and information technology infrastructure that
is intended to gain access to proprietary information, destroy
data or disable or degrade or sabotage systems.
Cyber-security failures,
technology failures or data security breaches could result in the
confidentiality, integrity or availability of data being negatively
affected, causing disruption or damage to the Group's
business.
|
|
Mitigation
The Group's information security
program is designed to prevent and respond to current and emerging
cyber-threats facing the Group. The Group's IT accounts are
protected using multi-factor authentication to significantly reduce
identity-based attacks and digital assets are protected from
exploitation through a robust patching and vulnerability management
program.
Employees receive training,
including simulations, to continually raise vigilance and to
promote positive security behaviours. Employee devices are also
secured to industry standards and technologies are used to enable
seamless and secure remote access.
The Group conducts annual external
offensive and penetration tests that validate the effectiveness of
controls, and aide further protection. The Group's digital
infrastructure is entirely cloud hosted, with resiliency designed
into it. In-house and external cyber experts monitor and respond to
any abnormal activity. The Group maintains an annually tested IT
disaster recovery and cyber incident response plan.
|
|
Third-party service
providers
|
|
|
|
|
Description
Certain of the Group's activities
and funds depend on the services of third-party service providers,
including those providing banking and foreign exchange,
professional advisory, information technology, insurance broking,
depository and alternative investment administration and management
services.
The Group is subject to the risk
of errors, failure, or regulatory non-compliance by such persons,
which may be attributed to the Group and subject it or the funds it
manages to reputational damage, business disruption, penalties or
losses.
|
|
Mitigation
The Group ensures appropriate due
diligence is undertaken in respect of third-party service providers
prior to appointment, and appropriate monitoring and oversight of
appointed third-party service providers is undertaken on a periodic
basis.
As the Group expands into new
products and strategies, a greater range of third-party service
providers is typically utilised, reducing exposure to, and reliance
on, any one service provider.
|
Financial information
Consolidated Statement
of Profit or Loss
for the year ended 31
December
|
|
Note
|
2024
£ m
|
2023
£ m
|
|
Management and other
fees
|
6
|
329.2
|
265.3
|
|
Carried interest
|
6
|
59.1
|
30.0
|
|
Fair value remeasurement of
investments
|
6
|
38.8
|
25.3
|
|
Other operating income
|
|
1.0
|
1.0
|
|
Total operating income
|
|
428.1
|
321.6
|
|
Personnel expenses
|
7
|
(214.6)
|
(132.5)
|
|
Other operating
expenses
|
8
|
(67.3)
|
(92.0)
|
|
EBITDA*
|
|
146.2
|
97.1
|
|
Depreciation and amortisation
expense
|
10
|
(36.2)
|
(18.7)
|
|
Finance and other
income
|
11
|
7.8
|
16.7
|
|
Finance and other
expenses
|
11
|
(37.1)
|
(9.1)
|
|
Profit before tax*
|
|
80.7
|
86.0
|
|
Tax
|
12
|
(11.6)
|
(15.3)
|
|
Profit after tax
|
|
69.1
|
70.7
|
|
|
|
|
|
|
Attributable to:
|
|
|
|
|
Equity holders of the
parent
|
|
64.8
|
70.7
|
|
Non-controlling
interests
|
24 (d)
|
4.3
|
-
|
|
|
|
69.1
|
70.7
|
|
|
|
|
|
|
|
|
Pence
|
Pence
|
|
Basic earnings per
share
|
13
|
8.0
|
8.7
|
|
Diluted earnings per
share
|
13
|
6.4
|
n/a
|
|
*
|
Exceptional expenses of £61.8m
(2023: £47.7m) are included in EBITDA. Profit before tax includes
exceptional expenses of £62.6m (2023: £47.7m) and nil exceptional
income (2023: £6.9m). Details of exceptional items are included in
note 9.
|
The notes to the accounts form an
integral part of these financial statements.
Consolidated Statement of
Comprehensive Income
for the year ended 31
December
|
|
Note
|
2024
£ m
|
2023
£ m
|
|
Profit after tax
|
|
69.1
|
70.7
|
|
Items that may be reclassified to
the statement of profit or loss in subsequent years:
|
|
|
|
|
Exchange differences on
translation of foreign operations
|
|
10.6
|
(5.8)
|
|
Change in the fair value of
hedging instruments
|
21 (b)
|
14.0
|
8.6
|
|
Change in the time value of
foreign exchange options
|
21 (b)
|
(0.1)
|
0.1
|
|
Reclassifications to the
Consolidated Statement of Profit or Loss
|
21 (b)
|
0.3
|
1.3
|
|
Total tax on components of other
comprehensive income
|
12 (c)
|
(3.3)
|
(2.2)
|
|
Other comprehensive income net of
tax
|
|
21.5
|
2.0
|
|
Total comprehensive income net of
tax
|
|
90.6
|
72.7
|
|
|
|
|
|
|
Total comprehensive income
attributable to:
|
|
|
|
|
Equity holders of the
parent
|
|
83.2
|
72.7
|
|
Non-controlling
interests
|
24 (d)
|
7.4
|
-
|
|
|
|
90.6
|
72.7
|
The notes to the accounts form an
integral part of these financial statements.
Consolidated Statement of
Financial Position
as at 31 December
|
|
Note
|
2024
£ m
|
2023
£ m
|
|
Assets
|
|
|
|
|
Non-current assets
|
|
|
|
|
Property, plant and
equipment
|
14
|
88.3
|
73.7
|
|
Goodwill and intangible
assets
|
15
|
789.9
|
116.6
|
|
Carried interest
receivable
|
16
|
113.3
|
67.3
|
|
Fair value of fund
investments
|
17 (a), (b)
|
765.6
|
301.4
|
|
Trade and other
receivables
|
17 (a), (f)
|
33.9
|
23.2
|
|
Total non-current
assets
|
|
1,791.0
|
582.2
|
|
Current assets
|
|
|
|
|
Consolidated CLO
assets*
|
17 (a), (d)
|
1,978.2
|
1,348.8
|
|
Trade and other
receivables
|
17 (a), (f)
|
139.5
|
118.2
|
|
Derivative financial
assets
|
17 (a), (e)
|
26.4
|
6.2
|
|
Other investments
|
17 (a), (c)
|
-
|
7.5
|
|
Cash and cash
equivalents
|
17 (a), (g)
|
90.8
|
238.8
|
|
Consolidated CLO cash*
|
17 (a), (g)
|
69.0
|
76.0
|
|
Total current assets
|
|
2,303.9
|
1,795.5
|
|
Total assets
|
|
4,094.9
|
2,377.7
|
|
Liabilities
|
|
|
|
|
Non-current liabilities
|
|
|
|
|
Trade and other
payables
|
18 (a), (b)
|
35.6
|
13.1
|
|
Other financial
liabilities
|
18 (a), (d)
|
159.4
|
50.1
|
|
Fair value of consolidated CLO
liabilities*
|
18 (a), (e)
|
1,696.2
|
1,152.0
|
|
Borrowings
|
18 (c)
|
485.3
|
-
|
|
Lease liabilities
|
18 (a),19
|
74.4
|
69.7
|
|
Deferred tax
liabilities
|
23
|
44.7
|
33.9
|
|
Total non-current
liabilities
|
|
2,495.6
|
1,318.8
|
|
Current liabilities
|
|
|
|
|
Trade and other
payables
|
18 (a), (b)
|
157.1
|
132.5
|
|
Lease liabilities
|
18 (a), 19
|
13.5
|
11.9
|
|
Derivative financial
liabilities
|
18 (a), (g)
|
4.2
|
1.6
|
|
Consolidated CLO
liabilities*
|
18 (a), (e)
|
20.6
|
14.9
|
|
Consolidated CLO purchases
awaiting settlement*
|
18 (a), (f)
|
212.7
|
176.8
|
|
Total current
liabilities
|
|
408.1
|
337.7
|
|
Total liabilities
|
|
2,903.7
|
1,656.5
|
|
Net assets
|
|
1,191.2
|
721.2
|
|
Equity
|
|
|
|
|
Share capital
|
24 (a)
|
0.1
|
0.1
|
|
Share premium
|
24 (a)
|
375.1
|
289.8
|
|
Other reserves
|
24 (c)
|
53.1
|
12.6
|
|
Retained earnings
|
|
555.1
|
418.7
|
|
Equity attributable to owners of
the parent
|
|
983.4
|
721.2
|
|
Non-controlling
interests
|
24 (d)
|
207.8
|
-
|
|
Total equity
|
|
1,191.2
|
721.2
|
|
*
|
Details of the Group's interest in
consolidated Collateralised Loan Obligations ("CLOs") are included in note 18 (d).
Total Group exposure to consolidated CLOs is £117.7m (2023: £81.1m)
at 31 December 2024. The Group's investment in CLOs which are not
consolidated is £14.6m (2023: £15.2m) and is included within fair
value of fund investments. Total equity holders' exposure in the
CLOs is £99.5m at 31 December 2024 (2023: £96.3m), excluding the
interests of non-controlling interests of £32.8m (2023: £nil). A
non-statutory Consolidated Statement of Financial Position,
excluding consolidated CLOs is presented in the supplementary information: non-statutory consolidated
financial statements section.
|
Consolidated Statement
of Changes in Equity
for the year ended 31
December
|
|
Note
|
Share
capital
£ m
|
Share
premium
£ m
|
Other
reserves
£ m
|
Retained earnings
£ m
|
Total equity attributable
to owners
of the parent
£ m
|
Non-controlling
interests
£ m
|
Total
equity
£ m
|
|
At 1 January 2024
|
|
0.1
|
289.8
|
12.6
|
418.7
|
721.2
|
-
|
721.2
|
|
Profit for the year
|
|
-
|
-
|
-
|
64.8
|
64.8
|
4.3
|
69.1
|
|
Other comprehensive
income
|
|
-
|
-
|
21.6
|
(3.2)
|
18.4
|
3.1
|
21.5
|
|
Total comprehensive
income
|
|
-
|
-
|
21.6
|
61.6
|
83.2
|
7.4
|
90.6
|
|
Share-based payment
|
7 (a)
|
-
|
-
|
33.1
|
-
|
33.1
|
5.5
|
38.6
|
|
Vested share-based
payments
|
24 (c)
|
-
|
-
|
(14.2)
|
14.2
|
-
|
-
|
-
|
|
Acquisition of
subsidiaries
|
4
|
-
|
-
|
-
|
198.0
|
198.0
|
232.7
|
430.7
|
|
Transactions with non-controlling
interests
|
24 (d)
|
0.0
|
85.3
|
-
|
(54.3)
|
31.0
|
(31.0)
|
-
|
|
Share buyback
|
24 (c)
|
-
|
-
|
-
|
(9.8)
|
(9.8)
|
-
|
(9.8)
|
|
Dividends and dividend
equivalents
|
25
|
-
|
-
|
-
|
(73.3)
|
(73.3)
|
(6.8)
|
(80.1)
|
|
At 31 December 2024
|
|
0.1
|
375.1
|
53.1
|
555.1
|
983.4
|
207.8
|
1,191.2
|
|
|
Note
|
Share
capital
£ m
|
Share
premium
£ m
|
Other
reserves
£ m
|
Retained earnings
£ m
|
Total
equity
£ m
|
|
At 1 January 2023
|
|
0.1
|
289.8
|
9.1
|
473.7
|
772.7
|
|
Profit for the year
|
|
-
|
-
|
-
|
70.7
|
70.7
|
|
Other comprehensive
income
|
|
-
|
-
|
4.2
|
(2.2)
|
2.0
|
|
Total comprehensive
income
|
|
-
|
-
|
4.2
|
68.5
|
72.7
|
|
Share-based payment
expense
|
7 (a)
|
-
|
-
|
4.0
|
-
|
4.0
|
|
Vested share-based
payments
|
24 (c)
|
-
|
-
|
(4.7)
|
4.7
|
-
|
|
Share buyback
|
24 (c)
|
-
|
-
|
-
|
(60.2)
|
(60.2)
|
|
Dividends
|
25
|
-
|
-
|
-
|
(68.0)
|
(68.0)
|
|
At 31 December 2023
|
|
0.1
|
289.8
|
12.6
|
418.7
|
721.2
|
The notes to the accounts form an
integral part of these financial statements.
Consolidated Statement
of Cash Flows
for the year ended 31
December
|
|
Note
|
2024
£ m
|
2023
£ m
|
|
Cash flows from operating
activities
|
|
|
|
|
Cash generated from
operations
|
26 (a)
|
12.3
|
99.7
|
|
Tax paid
|
|
(1.5)
|
(4.7)
|
|
Net cash inflow from operating
activities
|
|
10.8
|
95.0
|
|
Cash flows from investing
activities
|
|
|
|
|
Investment in term deposits with
original maturities of more than three months
|
17 (g)
|
-
|
100.0
|
|
Acquisition of subsidiaries, net
of cash acquired
|
4
|
(162.8)
|
-
|
|
Payment for foreign exchange
option premium in connection with acquisition
|
|
-
|
(3.8)
|
|
Receipts from investments
(non-CLO)
|
|
90.1
|
83.6
|
|
Purchase of investments
(non-CLO)
|
|
(379.2)
|
(46.9)
|
|
Receipt / purchase of other
investments (non-CLO)
|
17 (c)
|
7.5
|
(7.5)
|
|
Interest received
(non-CLO)
|
|
6.9
|
8.5
|
|
Receipts from investments
(consolidated CLOs)
|
|
640.7
|
302.0
|
|
Purchase of investments
(consolidated CLOs)
|
|
(1,129.2)
|
(751.9)
|
|
Payments for property, plant and
equipment and intangible assets
|
14
|
(2.9)
|
(4.0)
|
|
Net cash outflow from investing
activities
|
|
(928.9)
|
(320.0)
|
|
Cash flows from financing
activities
|
|
|
|
|
Dividends and dividend equivalents
paid to shareholders of the Company and non-controlling
interests
|
25
|
(80.1)
|
(68.0)
|
|
Share buyback
|
24 (c)
|
(9.8)
|
(60.2)
|
|
Receipts from disposal of
subsidiary investments
|
|
32.5
|
-
|
|
Proceeds from the issue of US
private placement notes
|
|
325.1
|
-
|
|
Repayment of US private placement
notes
|
|
(31.8)
|
-
|
|
Drawings from related party
investors in intermediate fund holding entities
|
|
126.3
|
1.2
|
|
Distributions to related parties
in intermediate fund holding entities
|
|
(12.8)
|
-
|
|
Principal elements of lease
payments
|
|
(15.4)
|
(6.6)
|
|
Drawings on bank facilities
(non-CLO)
|
|
189.5
|
-
|
|
Repayment of bank facilities
(non-CLO)
|
|
(189.5)
|
-
|
|
Drawn funding (consolidated
CLOs)
|
|
374.8
|
148.7
|
|
Repayment of CLO borrowings
(consolidated CLOs)
|
|
(526.2)
|
(258.5)
|
|
Cash from or (paid to) CLO
investors (consolidated CLOs)
|
|
607.7
|
576.2
|
|
Interest paid (non-CLO)
|
|
(14.2)
|
(7.2)
|
|
Net cash inflow or (outflow) from
financing activities
|
|
776.1
|
325.6
|
|
Net increase or (decrease) in cash
and cash equivalents
|
|
(142.0)
|
100.6
|
|
Total cash and cash equivalents at
the beginning of the year
|
|
314.8
|
220.6
|
|
Effect of exchange rate changes on
cash and cash equivalents
|
|
(13.0)
|
(6.4)
|
|
Total cash and cash equivalents at
the end of year
|
|
159.8
|
314.8
|
|
Cash and cash equivalents (for use
within the Group)
|
17 (g)
|
90.8
|
238.8
|
|
Consolidated CLO cash (restricted
for use within relevant CLO)
|
17 (g)
|
69.0
|
76.0
|
|
Total cash and cash equivalents at
the end of year
|
|
159.8
|
314.8
|
|
1.
|
The Consolidated Statement of Cash
Flows includes those cash flows relating to third-party CLOs and
other investors. A non-statutory Consolidated Statement of Cash
Flows (unaudited) excluding the impact of third-party CLOs and
other investors is included in the supplementary information: non-statutory consolidated
financial statements section.
|
The notes to the accounts form an
integral part of these financial statements.
Company Statement of Financial Position
As at 31 December
|
|
Note
|
2024
£ m
|
(Restated*)
2023
£ m
|
|
Assets
|
|
|
|
|
Non-current assets
|
|
|
|
|
Investments in subsidiaries and
other Group affiliates
|
29
|
1,375.0
|
1,026.9
|
|
Trade and other
receivables
|
17 (a), (f)
|
-
|
-
|
|
Deferred tax assets
|
23
|
-
|
-
|
|
Total non-current
assets
|
|
1,375.0
|
1,026.9
|
|
Current assets
|
|
|
|
|
Trade and other
receivables
|
17 (a), (f)
|
39.2
|
8.4
|
|
Cash and cash
equivalents
|
17 (a), (g)
|
0.7
|
139.7
|
|
Derivative financial
assets
|
17 (a), (e)
|
-
|
3.9
|
|
Total current assets
|
|
39.9
|
152.0
|
|
Total assets
|
|
1,414.9
|
1,178.9
|
|
Liabilities
|
|
|
|
|
Current liabilities
|
|
|
|
|
Trade and other
payables
|
18 (a), (b)
|
8.5
|
140.8
|
|
Total liabilities
|
|
8.5
|
140.8
|
|
Net assets
|
|
1,406.4
|
1,038.1
|
|
Equity
|
|
|
|
|
Share capital
|
24 (a)
|
0.1
|
0.1
|
|
Share premium
|
24 (a)
|
375.1
|
289.8
|
|
Other reserves
|
24 (c)
|
596.7
|
574.4
|
|
Retained earnings
|
|
434.5
|
173.8
|
|
Total equity
|
|
1,406.4
|
1,038.1
|
|
*
|
See note 1 for details of the
restatement. There is no impact on the Group's consolidated
statement of financial position at 31 December
2023.
|
The Company's profit for the year
was £327.6m (2023 restated: loss of £44.4m).
The notes to the accounts form an
integral part of these financial statements.
Company Statement
of Changes in Equity
for the year ended 31
December
|
|
Note
|
Share
capital
£ m
|
Share
premium
£ m
|
Other
reserves
£ m
|
Retained
earnings
£ m
|
Total
equity
£ m
|
|
At 1 January 2024
|
|
0.1
|
289.8
|
574.4
|
173.8
|
1,038.1
|
|
Profit for the year
|
|
-
|
-
|
-
|
327.6
|
327.6
|
|
Other comprehensive
income
|
|
-
|
-
|
(0.1)
|
-
|
(0.1)
|
|
Total comprehensive
loss
|
|
-
|
-
|
(0.1)
|
327.6
|
327.5
|
|
Share-based payment
|
7 (a)
|
-
|
-
|
38.6
|
-
|
38.6
|
|
Vested share-based
payments
|
24 (c)
|
-
|
-
|
(16.2)
|
16.2
|
-
|
|
Share issuance
|
|
0.0
|
85.3
|
-
|
-
|
85.3
|
|
Share buyback
|
24 (c)
|
-
|
-
|
-
|
(9.8)
|
(9.8)
|
|
Dividends and dividend
equivalents
|
25
|
-
|
-
|
-
|
(73.3)
|
(73.3)
|
|
At 31 December 2024
|
|
0.1
|
375.1
|
596.7
|
434.5
|
1,406.4
|
|
|
Note
|
Share
capital
£ m
|
Share
premium
£ m
|
Other
reserves
£ m
|
(Restated*)
Retained
earnings
£ m
|
Total
equity
£ m
|
|
At 1 January 2023
|
|
0.1
|
289.8
|
575.0
|
341.7
|
1,206.6
|
|
Loss for the year
|
|
-
|
-
|
-
|
(44.4)
|
(44.4)
|
|
Other comprehensive
income
|
|
-
|
-
|
0.1
|
-
|
0.1
|
|
Total comprehensive
income
|
|
-
|
-
|
0.1
|
(44.4)
|
(44.3)
|
|
Share-based payment
expense
|
7 (a)
|
-
|
-
|
4.0
|
-
|
4.0
|
|
Vested share-based
payments
|
24 (c)
|
-
|
-
|
(4.7)
|
4.7
|
-
|
|
Share buyback
|
24 (c)
|
-
|
-
|
-
|
(60.2)
|
(60.2)
|
|
Dividends
|
25
|
-
|
-
|
-
|
(68.0)
|
(68.0)
|
|
At 31 December 2023
|
|
0.1
|
289.8
|
574.4
|
173.8
|
1,038.1
|
|
*
|
See note 1 for details of the
restatement. There is no impact on the Group's retained earnings at
31 December 2023.
|
The notes to the accounts form an
integral part of these financial statements.
Company Statement of Cash Flows
for the year ended 31
December
|
|
Note
|
2024
£ m
|
(Restated*)
2023
£ m
|
|
Cash flows from operating
activities
|
|
|
|
|
Cash generated from
operations
|
26
|
101.0
|
107.2
|
|
Net cash inflow from operating
activities
|
|
101.0
|
107.2
|
|
Cash flows from investing
activities
|
|
|
|
|
Investment in term deposits with
original maturities of more than three months
|
|
-
|
50.0
|
|
Payment for foreign exchange
option premium in connection with acquisition
|
|
-
|
(3.8)
|
|
Interest received
|
|
4.1
|
4.7
|
|
Net cash inflow/(outflow) from
investing activities
|
|
4.1
|
50.9
|
|
Cash flows from financing
activities
|
|
|
|
|
Dividends and dividend equivalents
paid to shareholders of the Company
|
25
|
(73.3)
|
(68.0)
|
|
Dividend income received from
subsidiaries
|
|
37.8
|
-
|
|
Drawings on bank
facilities
|
|
189.5
|
-
|
|
Repayment of bank
facilities
|
|
(189.5)
|
-
|
|
Subsidiary funding
|
|
(198.2)
|
-
|
|
Share buyback
|
24 (c)
|
(9.8)
|
(60.2)
|
|
Interest paid
|
|
-
|
(1.0)
|
|
Net cash (outflow) from financing
activities
|
|
(243.5)
|
(129.2)
|
|
Net (decrease)/increase in cash
and cash equivalents
|
|
(138.4)
|
28.9
|
|
Cash and cash equivalents at the
beginning of the year
|
|
139.7
|
114.0
|
|
Effect of exchange rate changes on
cash and cash equivalents
|
|
(0.6)
|
(3.2)
|
|
Cash and cash equivalents at the
end of year
|
17 (g)
|
0.7
|
139.7
|
|
*
|
See note 1 for details of the
restatement. There is no impact on the Group's cash flows for the
year ended 31 December 2023.
|
The notes to the accounts form an
integral part of these financial statements.
Notes to the consolidated and Company financial
statements
1 General information and basis of
preparation
General information
Bridgepoint Group plc (the
"Company") is a public
company limited by shares, incorporated, domiciled and registered
in England and Wales. The Company's registration number is 11443992
and the address of its registered office is 5 Marble Arch, London,
W1H 7EJ.
The financial information set out
in this preliminary announcement does not constitute the Company's
statutory accounts for the year ended 31 December 2024 or 31
December 2023. The financial information for 2023 is derived from
the statutory accounts for that year which have been delivered to
the Register of Companies. The auditors reported on those accounts:
their report was unqualified, did not draw attention to any matters
by way of emphasis and did not contain a statement under s498(2) or
(3) of the Companies Act 2006. The statutory accounts for the year
ended 31 December 2024 will be finalised on the basis of the
financial information presented by the directors in this results
announcement and will be delivered to the Registrar of Companies
following the Company's annual general meeting.
The principal activity of the
Company and entities controlled by the Company (collectively, the
"Group" or "Bridgepoint Group") is to act as a
private equity, credit and infrastructure fund manager.
Basis of preparation
The consolidated financial
statements for the year ended 31 December 2024 comprise the
financial statements of the Group and the Company.
The consolidated financial
statements of the Group and the Company's financial statements have
been prepared in accordance with UK-adopted international
accounting standards and in conformity with the requirements of the
Companies Act 2006, as applicable to companies reporting under
those standards. The financial statements have been prepared on a
historical cost basis, except for financial instruments measured at
fair value through profit and loss.
The principal accounting policies
applied in the preparation of the financial statements are set out
within note 2. These policies have been consistently applied to all
the periods presented, unless otherwise stated.
The preparation of the financial
statements in conformity with international accounting standards
requires the use of certain critical accounting estimates. It also
requires management to exercise judgement in the process of
applying the Group's accounting policies. Details of the critical
judgements and key sources of estimation uncertainty are set out in
note 3. Actual results may differ from these estimates.
The financial statements are
presented in pounds sterling and all values are rounded to the
nearest £0.1m except where otherwise indicated.
Adoption of new and amended
standards and interpretations
The Group has adopted all relevant
amendments to existing standards and interpretations issued by the
International Accounting Standards Board, and endorsed by the UK,
that are effective from 1 January 2024 with no material impact on
its consolidated results or financial position.
The Group did not implement the
requirements of any other standards or interpretations that were in
issue but were not required to be adopted by the Group at the
year-end date. No other standards or interpretations have been
issued that are expected to have a material impact on the Group's
consolidated financial statements.
Going concern
The consolidated financial
statements have been prepared on a going concern basis. The
Directors have a reasonable expectation that the Group and Company
have adequate resources to continue in operational existence for a
period of at least 12 months from the date of issue of these
financial statements. In forming this conclusion the Directors have
assessed the business risks, financial position and resources of
both the Group and Company.
Company financial
statements
As permitted by section 408 of the
Companies Act 2006, the Company Statement of Profit or Loss and the
Statement of Comprehensive Income are not presented as part of
these financial statements. The Company's profit for the year
amounted to £327.6m (2023 restated: loss of £44.4m).
Exceptional costs accrued by a
Group subsidiary in the previous financial statement for the year
ended 31 December 2023 totalling £9.1m have been recognised by the
Company. The adjustment increased the loss for the year ended 31
December 2023 from £35.3m to £44.4m, resulting a decrease in
retained earnings and an increase in trade and other payables by
the same amount in 2023. There is no impact for the
Group.
2 Accounting policies
(a) Basis of
consolidation
The consolidated financial
statements include the comprehensive gains or losses, the financial
position and the cash flows of the Company, its subsidiaries and
the entities that the Group is deemed to control, drawn up to the
end of the relevant period, which includes elimination of all
intra-group transactions. Uniform accounting policies have been
adopted across the Group.
Assessment of control
The Group controls an investee
(entity) if, and only if, the Group has all of the
following:
|
•
|
power over the investee (i.e.
existing rights that give it the current ability to direct the
relevant activities of the investee);
|
|
•
|
exposure, or rights, to variable
returns from its involvement with the investee; and
|
|
•
|
ability to use its power over the
investee to affect its returns.
|
The Group reassesses whether or
not it controls an investee if facts and circumstances indicate
that there are changes to one or more of the three elements of
control listed above.
When the Group holds less than a
majority of the voting rights of an investee, it has power over the
investee when the voting rights are sufficient to give it the
practical ability to direct the relevant activities of the investee
unilaterally. The Group considers all relevant facts and
circumstances in assessing whether or not the Group's voting rights
in an investee are sufficient to give it power,
including:
|
•
|
the size of the Group's holding of
voting rights relative to the size and dispersion of holdings of
the other vote holders;
|
|
•
|
potential voting rights held by the
Group, other vote holders or other parties;
|
|
•
|
rights arising from other
contractual arrangements; and
|
|
•
|
any additional facts and
circumstances that indicate that the Group has, or does not have,
the current ability to direct the relevant activities at the time
when decisions need to be made, including voting patterns at
previous shareholders' meetings.
|
The assessment of control is based
on all relevant facts and circumstances and the Group reassesses
its conclusion if there is an indication that there are changes in
facts and circumstances.
Consolidation of a subsidiary
begins when the Group obtains control over the subsidiary and
ceases when the Group loses control over the subsidiary.
Specifically, income and expenses of a subsidiary acquired or
disposed of during the year are included in the Consolidated
Statement of Comprehensive Income from the date the Group gains
control until the date when the Group ceases to control the
subsidiary.
All intragroup assets and
liabilities, equity, income, expenses and cash flows relating to
transactions between the members of the Group are eliminated on
consolidation.
When the Group consolidates an
entity which has an interest held by a third party, it assesses
whether the third party's interest represents equity or a financial
liability to the Group, using the substance of the relevant
contractual terms. If the profit share is calculated based on a
contractually defined and pre‐agreed percentage which is set out
within relevant limited partnership agreements, and the Group does
not have discretion regarding the residual payments to third
parties, the third-party interests are classified
as a financial liability and measured at fair value
through profit and loss.
A non-controlling interest arises
when the Group does not own all of a subsidiary, but the Group
retains control. In situations where the contract results in a
residual interest in the assets of the investee after deducting all
of the investee's liabilities, a non-controlling interest in
subsidiaries is identified separately from the Group's equity
therein. Interests of non-controlling shareholders that are
present ownership interests entitling their holders to a
proportionate share of net assets upon liquidation may initially be
measured at fair value or at the non-controlling
interests' proportionate share of the fair value of the acquiree's
identifiable net assets. The choice of measurement is made on
an acquisition-by-acquisition basis. Subsequent to acquisition, the
carrying amount of non-controlling interests is the amount of those
interests at initial recognition plus the non-controlling
interests' share of subsequent changes in equity.
(b) Foreign currencies
Presentation currency
The financial statements are
presented in pounds sterling, which is the Company's functional
currency and also the presentational currency for the Company and
Group.
Foreign currency
transactions
Foreign currency transactions are
translated into the functional currency using the opening spot
exchange rate for the month in which the transaction occurs as an
approximation for the actual rate at the date of the
transaction.
Foreign exchange gains and losses
resulting from the settlement of such transactions, and from the
translation of monetary assets and liabilities denominated in
foreign currencies at year end exchange rates, are generally
recognised in profit or loss.
Non-monetary assets and liabilities
denominated in foreign currencies that are measured at fair value
are translated to the functional currency at the applicable foreign
currency exchange rate on the date the fair value was determined.
Non-monetary items in a foreign currency that are measured in terms
of historical cost are translated using the exchange rate on the
date of the transaction.
Foreign operations
The results and financial position
of foreign operations that have a functional currency different
from the presentational currency are translated into the
presentational currency of the Group as follows:
|
•
|
assets and liabilities for each
statement of financial position presented are translated at the
closing rate at the date of that statement of financial
position;
|
|
•
|
income and expenses for each
statement of profit or loss presented are translated at opening
spot rate for the month; and
|
|
•
|
all resulting exchange differences
are recognised in other comprehensive income.
|
(c) Operating income
Operating income primarily
comprises management and other fees, carried interest income and
investment income from the management of investments in private
equity, infrastructure and credit fund partnerships. The parties to
agreements for fund management services comprise the Group and the
investors of each fund as a body. Accordingly, the group of
investors of each fund are identified as a customer for accounting
purposes.
Income is measured based on the
consideration specified in the contracts and excludes amounts
collected on behalf of third parties, discounts and value added
taxes.
Management and other
fees
The Group earns management fees
from the provision of investment management services to funds. The
services are treated as a single performance obligation because
they are substantially the same and have the same pattern of
transfer to the customer.
Management fees are recognised
over the life of each fund, which is generally 10 to 12
years.
Management fees are based on an
agreed percentage of either committed or invested capital,
depending on the fund and the stage of its life. Fees are
billed in accordance with the relevant limited partnership
agreement and are either billed semi-annually or quarterly
in advance or arrears.
Other fees may also comprise fees
and commissions relating to provision of services to third
parties.
Carried interest
The Group receives a share of fund
profits through its holdings in founder partnerships as variable
consideration which is dependent on the level of fund returns.
The entitlement to carried interest and the amount is determined by
the level of accumulated profits exceeding an agreed threshold (the
"hurdle") over the lifetime
of each fund. The carried interest income is only recognised to the
extent it is highly probable that there would not be a significant
reversal of any accumulated revenue recognised by the end of a
fund, for example, due to changes in the expectation of future fund
performance. The reversal risk is managed through the application
of discounts. This is explained further within note 3.
The carried interest receivable
represents a contract asset under IFRS 15 "Revenue from Contracts
with Customers" ("IFRS 15")
as the services have been transferred to a customer. Amounts are
typically presented as non-current assets unless they
are expected to be received within the next 12
months.
Fair value remeasurement of
investments
Fair value remeasurement of
investments primarily derives from the Group's investments in
private equity, infrastructure and credit funds (including CLOs).
Details of the valuation of such investments is explained further
within note 3.
Fair value remeasurement of
investments also includes the Group's share of CLO interest
income.
Other operating income
Other operating income includes
fees and commissions receivable by the Group's procurement
consulting business, PEPCO Services LLP, and fees in relation to
services provided to fund portfolio companies for board members
where permitted under the relevant fund partnership agreement. It
also includes income earned from other investments including, but
not limited to, loans made to fund portfolio companies. Interest
income is accrued on the principal amount of the loans based on the
contractual interest rate.
Amounts are recognised in the
Consolidated Statement of Profit or Loss on an accrual
basis.
(d) Deferred acquisition
costs
Professional costs, particularly
legal and other adviser costs, are incurred when raising a new
fund. The limited partnership agreement of each fund dictates
the aggregate expense that can be recharged to the fund investors
on the close of a new fund. Costs in excess of the cap and any
fees paid to placement agents are capitalised as a current or
non-current asset.
The benefit of the incurred costs
for private equity funds is primarily considered to be attributable
to the period when the primary fund investment activity is carried
out. Therefore, the useful life of the asset is aligned to the
investment period of the fund which is between three and five years
for private equity funds.
For infrastructure funds, the
useful life of the asset is considered the commitment period for
the fund, which is between two and six years.
For credit funds (non-CLOs), the
period of portfolio construction is typically longer, therefore a
five-year useful life is used, which correlates with the period
over which the management fees build up to a maximum
level.
Details are provided within note
17 (f).
(e) Personnel benefits
Short-term employee
benefits
Short-term employee benefits,
which include employee salaries and bonuses, are expensed as the
related service is provided. A liability is recognised for the
amount expected to be paid if the Group has a present or
constructive obligation to pay this amount as a result of past
service provided by the employee and the obligation can be
estimated reliably.
Long-term employee
benefits
Long-term employee benefits, which
are those that are not expected to be settled wholly before 12
months after the period end in which the employee renders the
service that gives rise to the benefit, include certain long-term
bonuses. An expense is recognised over the period in which the
related service is provided. A liability is recognised for the
amount expected to be paid if the Group has a present or
constructive obligation to pay this amount as a result of past
service provided by the employee and the obligation can be
estimated reliably.
Accumulated holiday balances are
accrued at each period end, if an employee's entitlement is not
used in full.
Defined contribution
pensions
Amounts payable in respect of
employers' contributions to the Group's defined contribution
pension scheme are recognised as employee expenses as incurred. The
assets of the scheme are held separately from those of the Group in
an independently administered fund.
Sponsored employee retirement
savings plan
The Group sponsors a retirement
savings plan whereby employees are entitled to participate in the
plan based upon satisfying certain eligibility requirements. The
Group may provide discretionary contributions from time to
time.
Share-based payments
The Group enters into both
equity-settled and cash-settled share-based payment arrangements
with certain employees as compensation for the provision of their
services.
1) Equity-settled share-based
payments
The cost of equity-settled
share-based payments with employees is measured by reference to the
fair value at the date at which the awards are granted and is
recognised as an expense on a straight-line basis over the vesting
period, based on an estimate of the number of equity
instruments that will eventually vest. A corresponding credit is
made to the share-based payment reserve within equity.
In valuing equity-settled
transactions, no account is taken of any non-market based vesting
conditions and no expense or investment is recognised for
awards that do not ultimately vest as a result of a failure to
satisfy a non-market based vesting condition.
At each reporting date, the Group
revises its estimate of the number of equity instruments expected
to vest. The impact of the revision of the original estimates,
if any, is recognised in the Consolidated Statement of Profit or
Loss such that the cumulative expense reflects the revised
estimate, with a corresponding adjustment to equity.
Upon vesting of an equity
instrument, the cumulative cost in the share-based payments reserve
is reclassified to retained earnings in equity.
2) Cash-settled share-based
payments
The cost of cash-settled
transactions is measured at fair value. Fair value is estimated
initially at the grant date and at each balance sheet date
thereafter until the awards are settled. Market based performance
conditions are taken into account when determining fair
value.
At each balance sheet date, the
liability recognised is based on the fair value of outstanding
awards (ignoring non-market based vesting conditions), along with
any employment tax expected to be incurred by the Group and
management's estimate of the likelihood and extent of non-market
based vesting conditions being achieved.
Changes in the carrying amount of
the liability are recognised in the Consolidated Statement of
Profit or Loss for the period.
(f) EBITDA
EBITDA means earnings before
interest, taxes, depreciation and amortisation. It is used to
provide an overview of the profitability of the Group's business
and segments. Underlying EBITDA is calculated by deducting from
within EBITDA exceptional items and employee share-based payments
granted to a targeted group of employees to increase employee
ownership in the Group post-IPO.
EBITDA and Underlying EBITDA are
alternative performance measures and non-IFRS measures.
The Group uses Underlying EBITDA
as exceptional income or expenditure could distort an understanding
of the performance of the Group. Details of exceptional items are
set out in note 9.
(g) Leases
Group as lessee
The Group has applied IFRS 16
"Leases" ("IFRS 16") where
the Group has right-of-use of an asset under a lease contract for a
period of more than 12 months. Such contracts represent leases
of office premises where the Group is a tenant.
The lease liability is initially
measured at the net present value of future lease payments that are
not paid at the commencement date discounted using the Group's
incremental borrowing rate ("IBR") as the implicit rate is not
readily determinable for the rented office premises. The IBR
reflects the rate that the Group would have to pay to borrow the
funds necessary to obtain an asset of similar value to the
right-of-use asset in a similar economic environment with similar
terms, security and conditions.
The lease liability is
subsequently measured at amortised cost using the effective
interest method. Lease payments due within the next 12 months are
recognised within current liabilities. Payments due after 12 months
are recognised within non-current liabilities.
Right-of-use assets are recorded
initially at cost and depreciated on a straight-line basis over the
length of the contractual lease term. Cost is defined as the lease
liabilities recognised plus any initial costs and dilapidation
provisions less any incentives received. Right-of-use assets are
included within property, plant and equipment in the Consolidated
Statement of Financial Position.
Group as lessor
Where the Group acts as an
intermediate lessor by entering into a subletting agreement and has
transferred substantially all the risks and rewards incidental to
ownership of the underlying asset, the Group accounts for these
subleases as finance leases under IFRS 16. Such contracts represent
subleases of office premises.
At the commencement of a lease
term, the Group derecognises the right-of-use asset relating to the
head lease and recognises the net investments in the sublease as a
receivable. The difference between the right-of-use asset and the
net investment in the sublease is recognised in profit and loss.
The Group uses the IBR used for the head lease to measure the net
investment in the lease (adjusted for any initial direct costs
associated with the sublease). During the term of the sublease, the
Group recognises both finance income on the sublease and finance
expense on the head lease.
Short-term leases and leases of
low-value assets
The Group has elected not to
recognise right-of-use assets and lease liabilities for short-term
leases that have a lease term of 12 months or less and leases of
low-value assets. The Group recognises the lease payments
associated with these leases as an expense on a straight-line basis
over the lease term within operating expenses.
(h) Finance and other income and
expense
Finance and other income comprises
interest earned on cash and term deposits, finance income on
sublease agreements and amounts receivable from related party
investors, foreign exchange gains and the impact of the
remeasurement of the deferred contingent consideration.
Finance and other expenses
comprise interest on interest-bearing liabilities, finance expenses
on lease liabilities, foreign exchange losses and amounts due to
related party investors.
Interest income and expense is
recognised using the effective interest rate method. Recurring fees
and charges levied on committed bank facilities are charged to the
Consolidated Statement of Profit or Loss as accrued. Credit
facility arrangement fees are capitalised and amortised to the
Consolidated Statement of Profit or Loss using the effective
interest method over the term of the facility.
(i) Exceptional items
Items of income and expense that
are material by size and/or nature and are not considered to be
incurred in the normal course of business are classified as
'exceptional' within the Consolidated and Company Statement of
Profit or Loss and disclosed separately to give a clearer
presentation of the Group's underlying financial performance. In
considering the nature of an exceptional item, management's
assessment includes, both individually and collectively, each of
the following:
|
•
|
whether the item is outside of the
principal activities of the business;
|
|
•
|
the specific circumstances which
have led to the item arising;
|
|
•
|
the likelihood of recurrence;
and
|
|
•
|
if the item is likely to recur,
whether the item is unusual by virtue of its size.
|
(j) Taxation
Taxation expense for the period
comprises current and deferred tax recognised in the reporting
period.
Current tax
Current tax is the amount of
corporation tax payable in respect of the taxable profit for the
current or prior reporting periods. Tax is calculated on the basis
of tax rates and laws that have been enacted or substantively
enacted by the period end. Current tax is recognised in the
Consolidated Statement of Profit or Loss, except to the extent that
it relates to items recognised in other comprehensive income, or
directly in equity. In this case, current tax is also recognised in
other comprehensive income or directly in equity
accordingly.
Deferred tax
Deferred tax arises from temporary
differences at the reporting date between the carrying amounts of
assets and liabilities and the amounts used for taxation
purposes.
Deferred tax is not recognised if
the temporary difference arises from the initial recognition of
goodwill or from the initial recognition of other assets and
liabilities in a transaction, other than a business combination,
that affects neither the tax nor the accounting profit.
Deferred tax liabilities are
recognised for all taxable temporary differences.
Unrelieved tax losses and other
deferred tax assets are only recognised when it is probable that
they will be recovered against the reversal of deferred tax
liabilities or other future taxable profits will be available
against which the deferred tax assets can be utilised.
Deferred tax assets and
liabilities are calculated at the tax rates that are expected to be
applied to their respective period of realisation, provided they
are enacted or substantively enacted at the reporting date.
Deferred tax assets and liabilities are offset when there is a
legally enforceable right of set off, when they relate to income
taxes levied by the same tax authority and the Group intends to
settle on a net basis. Changes in deferred tax assets or
liabilities are recognised as a component of tax expense in the
Consolidated Statement of Profit or Loss, except where they relate
to items that are charged or credited in other comprehensive income
or directly to equity, in which case the related deferred tax is
also charged or credited directly to equity, or to other
comprehensive income.
Current or deferred taxation
assets and liabilities are not discounted.
(k) Property, plant and
equipment
Property, plant and equipment are
stated at cost less accumulated depreciation and any provision for
impairment. The cost includes the purchase price as well as
expenditure directly attributable to put the asset in place in
order to be used in accordance with the purpose of the
acquisition.
Assets are depreciated to a
residual value on a straight-line basis, over their estimated
useful lives as follows:
|
Asset class
|
Useful life
|
|
Computers, furniture and
other
|
3 to 6 years
|
|
Leasehold improvements
|
Over the shorter of their useful
economic life or the lease term
|
|
Property right-of-use
assets
|
Over the contractual lease
term
|
The loss to reduce the carrying
amount of any assets that are impaired is recognised within the
Consolidated Statement of Profit or Loss and reversed if there are
indications that the need for impairment is no longer present. The
carrying amount of an item of property, plant and equipment is
derecognised from the Consolidated Statement of Financial Position
at disposal or when no future economic benefits are expected from
the use or disposal of the asset.
The estimated useful lives,
residual values and depreciation method are reviewed at the end of
each reporting period, with the effect of any changes in estimate
accounted for on a prospective basis.
(l) Intangible assets
Intangible assets that are
acquired by the Group as part of acquisition of business include
customer relationship intangible assets, right to carried
interest and computer software are recognised initially at their
estimated fair value at the acquisition date (which
is regarded as their historical cost).
Software-as-a-Service contracts
are only classified as intangible assets when the recognition
criteria are fulfilled; otherwise they are classified as service
contracts, and the costs are expensed as incurred within the profit
and loss account.
Subsequent to initial recognition,
intangible assets are recorded at historical cost less accumulated
amortisation and any impairment losses.
The useful economic lives of
intangible assets are assessed as either finite or
indefinite.
Intangible assets with finite
lives are amortised on a straight-line basis over the useful
economic lives and assessed for impairment whenever there are any
indications that the intangible asset may be impaired. The
amortisation period and the amortisation method for an intangible
asset with a finite useful life are reviewed at least annually. The
amortisation expense on intangible assets with finite lives is
recognised in the Consolidated Statement of Profit or Loss, within
depreciation and amortisation.
Estimated useful economic lives by
major class of assets are as follows:
|
Asset class
|
Amortisation rate
|
|
Customer relationship intangible
assets
|
5 to 10 years
|
|
Acquired carried interest
intangible assets
|
3 to 10 years
|
|
Computer software
|
Up to 5 years
|
(m) Business combinations and
goodwill
Business combinations are
accounted for by applying the acquisition method. The cost of a
business combination is the fair value of the consideration given,
of liabilities incurred or assumed and of equity instruments
issued. Costs attributable to the business combination are expensed
in the Consolidated Statement of Profit or Loss.
On acquisition of a business, fair
values are attributed to the identifiable assets, liabilities, and
contingent liabilities. Intangible assets are only recognised
separately from goodwill where they are separable and arise from
contractual or other legal rights. Where the fair value of
contingent liabilities cannot be reliably measured, they are
disclosed on the same basis as other contingent
liabilities.
Any contingent consideration to be
transferred by the acquirer will be recognised at fair value at the
acquisition date. Contingent consideration classified as an asset
or liability that is a financial instrument and within the scope of
IFRS 9 "Financial Instruments" ("IFRS 9"), is measured at fair value
with the changes in fair value recognised in the Consolidated
Statement of Profit or Loss in accordance with IFRS 9.
Goodwill recognised represents the
excess of the fair value of the purchase consideration over the
fair values to the Group's interest in the identifiable assets,
liabilities and contingent liabilities of the acquired
business.
Goodwill is not amortised but is
assessed for impairment annually or more frequently if events or
changes in circumstances indicate potential impairment loss.
Impairment is determined for goodwill by assessing the recoverable
amount of the Group's cash generating unit ("CGU") to which the goodwill relates.
When the recoverable amount of the CGU is less than its carrying
amount, an impairment loss is recognised in the Consolidated
Statement of Profit or Loss. Impairment losses relating to goodwill
cannot be reversed in future periods.
(n) Financial
instruments
Financial assets
The Group's financial assets
consist of fund investments, investments made by Collateralised
Loan Obligations ("CLOs")
consolidated by the Group, derivative financial instruments, other
investments, accounts receivable and other receivables, and cash
and cash equivalents.
The Company's financial assets
consist of accounts receivable and other receivables, and cash and
cash equivalents.
1) Recognition and
measurement
A financial asset is recognised
when the Group or Company becomes party to the contractual
provisions of the instrument, which is generally on the trade
date.
The Group's financial assets are
initially classified into one of three measurement categories. The
classification depends on how the asset is managed (business model)
and the characteristics of the asset's contractual cash flows. The
measurement categories for financial assets are as
follows:
|
•
|
fair value through profit or
loss;
|
|
•
|
fair value through other
comprehensive income; and
|
|
•
|
amortised cost.
|
2) Fair value through profit or
loss
The Group's fund investments and
the majority of the consolidated CLO assets are measured at fair
value through profit or loss as such assets are held for investment
returns. Gains or losses arising from changes in fair value are
recognised through fair value remeasurement of investments within
the Consolidated Statement of Profit or Loss along with interest
received on the consolidated CLO assets. Financial assets at fair
value through profit or loss are recognised when the Group enters
into contracts with counterparties.
Derivative financial instruments
are initially measured at fair value determined using independent
third-party valuations or quoted market prices on the date on which
the derivative contract is entered into and are subsequently
measured at fair value at each reporting date. The accounting
policy for derivative financial instruments is further discussed in
the derivative instruments and hedge accounting section below.
Prior to their settlement, derivatives are carried as a financial
asset when the fair value is positive and as a financial liability
when fair value is negative.
3) Amortised cost
Financial assets are measured at
amortised cost only if both of the following criteria are
met:
|
•
|
the asset is held within a business
model whose objective is to collect the contractual cash flows;
and
|
|
•
|
the contractual terms give rise to
cash flows that are solely payments of principal and interest on
the principal amount outstanding.
|
The Group's trade and other
receivables are short-term receivables relating to non-financing
transactions and are therefore subsequently measured at amortised
cost using the effective interest rate method. Receivables due in
more than one year are initially discounted to their present value
using an equivalent rate of interest that would be due on
borrowings. The discount is released over time to the Consolidated
Statement of Profit or Loss.
Amounts receivable for sales of
consolidated CLO assets awaiting settlement are measured at
amortised cost and are recognised at the point at which the CLO has
a contractual right to exchange cash.
Cash and cash equivalents, and
term deposits with original maturities of more than three months,
are measured at amortised cost.
4) Impairment
Expected credit losses are
calculated on financial assets measured at amortised cost and are
recognised within the Consolidated Statement of Profit or Loss. For
trade and other receivables (including lease receivables) the Group
and Company apply the simplified approach and the practical
expedient permitted by IFRS 9. The allowance is based on historic
experience of collection rates over the expected life of trade
receivables, adjusted for forward looking factors specific to each
counterparty and the economic environment at large, to create an
expected loss matrix.
5) Derecognition
A financial asset is derecognised
when the contractual rights to the cash flows from the asset
expire, or when the Group or Company transfers the rights to
receive the contractual cash flows in a transaction in which
substantially all the risks and rewards of ownership of the
financial asset are transferred. On derecognition of a financial
asset in its entirety, the difference between the asset's carrying
value amount and the sum of the consideration received and
receivable is recognised in the Consolidated Statement of Profit or
Loss.
Financial liabilities
The Group and the Company's
financial liabilities include certain trade and other payables,
borrowings and derivative and other financial
liabilities.
1) Recognition
A financial liability is
recognised when the Group becomes party to the contractual
provisions of the instrument.
2) Classification and
measurement
All financial liabilities are
recognised initially at fair value and, in the case of borrowings
and payables, net of directly attributable transaction costs, with
the exception of the Group's forward liability which is initially
recognised at the present value of the redemption
amount.
For the purposes of subsequent
measurement, financial liabilities are classified in two
categories:
|
•
|
financial liabilities at fair value
through profit or loss; and
|
|
•
|
financial liabilities at amortised
cost.
|
3) Fair value through profit or
loss
Derivative financial liabilities
are initially recognised and subsequently measured at each
reporting date at fair value.
The majority of the liabilities of
CLOs which are consolidated by the Group are designated as
financial liabilities that are measured at fair value
through profit or loss. Financial liabilities at fair value through
profit or loss relate to CLOs that are initially recognised
and subsequently measured on a recurring basis at fair value
with gains or losses arising from changes in fair value recognised
through the fair value remeasurement of investments line within the
Consolidated Statement of Profit or Loss along with interest paid
on the CLO financial liabilities. The effect of the Group's own
credit risk on liabilities of the consolidated CLOs is not
recognised in other comprehensive income as the effect would create
an accounting mismatch in profit or loss.
Deferred contingent consideration
payable relating to business combinations is measured at fair value
through profit or loss with gains or losses from fair value
remeasurement recognised in finance and other income.
CLO repurchase agreements and
other amounts payable to related party investors which represent
the residual profits due to third party investors are held at fair
value through profit and loss with the corresponding assets being
measured at fair value.
4) Amortised cost
After initial recognition
financial liabilities recorded at amortised cost are subsequently
measured at amortised cost using the effective interest rate
method. Amortised cost is calculated by taking into account any
discount or premium on acquisition and fees or costs that are an
integral part of the effective interest rate. The effective
interest rate amortisation is included as finance costs in the
Consolidated Statement of Profit or Loss. Borrowings (other than
those designated to be measured at fair value through profit or
loss) and trade and other payables are subsequently measured at
amortised cost using the effective interest rate method, which
approximates fair value.
Amounts payable for purchases of
consolidated CLO assets awaiting settlement are measured at
amortised cost and recognised at the point at which the CLO has a
contractual obligation to exchange cash.
5) Derecognition
The Group and Company derecognise
financial liabilities when, and only when, the Group's or Company's
obligations are discharged, cancelled or expire.
Derivative instruments and hedge
accounting
For derivatives designated as a
cash flow hedging instrument, during the hedging relationship the
effective portion of the fair value movements on the hedging
instrument is recognised in other comprehensive income and within
other reserves within equity. Any ineffective portion is recognised
immediately in profit or loss as a gain or loss within finance and
other income or expenses. If the hedged item does not lead to the
recognition of a non-financial asset or liability, accumulated
amounts recognised in equity are reclassified to profit or loss
when the hedged future cash flows affect profit or loss. If the
hedged item subsequently results in the recognition of a
non-financial asset or liability, the accumulated amounts in equity
are removed from equity and incorporated directly as a basis
adjustment to the carrying amount.
For derivatives that are not
designated as cash flow hedges, all fair value movements are
recognised in the Consolidated Statement of Profit or Loss.
Where a derivative relates to a hedge of investments in foreign
currencies, the profit or loss on the revaluation
of the hedging instrument is recognised together with the
investment returns in the Consolidated Statement of Profit or
Loss.
(o) Investments in
subsidiaries
Investments in subsidiaries in the
Company Statement of Financial Position are recorded at cost less
provision for impairments. All transactions between the
Company and its subsidiary undertakings are classified as related
party transactions for the Company accounts and are eliminated on
consolidation for the Group.
(p) Investments in
associates
Associates are entities such as
funds or carried interest partnerships in which the Group has an
investment and over which it has significant influence, but not
control, through participation in the financial and operating
policy decisions at the entity.
Investments in associates are
designated to be measured at fair value through profit or loss. The
investments are recorded at fair value of fund investment or
carried interest receivable within the Group Consolidated Statement
of Financial Position. Any gains or losses are recognised
within fair value remeasurement of investments in the Consolidated
Statement of Profit or Loss.
(q) Cash and cash
equivalents
Cash and cash equivalents comprise
cash in hand and call deposits, and other short-term highly liquid
investments including term deposits with original maturities of
three months or less and investments in money market funds which
are readily convertible to a known amount of cash and are
subject to an insignificant risk of changes in value.
CLO cash is cash held by CLO
vehicles consolidated by the Group and is not available for the
Group's other operating activities.
Term deposits with original
maturities of three months are not included in cash equivalents and
are presented separately on the Consolidated and Company Statement
of Financial Position.
(r) Dividends
Dividends and other distributions
to the equity holders of the parent and non-controlling interests
are recognised in the period in which the dividends and other
distributions are declared and, if relevant, approved by the
shareholders. These amounts are recognised in the Statement of
Changes in Equity.
(s) Own shares
Own shares are recorded by the
Group when ordinary shares are purchased through special purpose
vehicles which have the purpose of purchasing and holding
shares of the Company from employees who have left the employment
of the Group or for other reasons. The special purpose
vehicles include Atlantic SAV Limited, Atlantic SAV 2 Limited and
the Bridgepoint Group plc Employee Benefit Trust. These entities
are aggregated together within the financial statements of the
Company and are consolidated within the Group financial
statements.
Own shares are held at cost and
their purchase reduces the Group's net assets by the amount spent.
They are recognised as a deduction from retained
earnings.
When shares vest or are cancelled,
they are transferred from own shares to the retained earnings
reserve at their weighted average cost.
No gain or loss is recognised on
the purchase, sale, issue or cancellation of the Company's own
shares.
3 Critical judgements in the
application of accounting policies and key sources of estimation
uncertainty
The judgements and other key
sources of estimation uncertainty at the reporting date, which may
have a significant risk of causing a material adjustment to the
carrying amounts of assets and liabilities within the next
financial year, are summarised below. The Group's estimates and
assumptions are based on historical experience and expectation of
future events and are reviewed periodically. The actual outcome may
be materially different from that anticipated.
(a) Judgements
Consolidation of fund
investments
The Directors have considered
whether the Group should consolidate the funds in which it holds
investments into the consolidated financial statements. Control is
determined by the extent of decision-making authority, rights held
by other parties, remuneration and exposure to returns.
The Directors have assessed the
legal nature of the relationships between the Group, the relevant
fund and fund investors and have determined that as the manager,
the Group has the power to influence the returns generated by the
fund, but that the Group's interests typically represent only a
small proportion of the total capital within each fund (c. 2% of
commitments). The Directors have therefore concluded that the Group
acts as an agent which is primarily engaged to act on behalf, and
for the benefit, of the fund investors rather than act for its own
benefit and therefore the funds are not consolidated into the
Group's consolidated financial statements.
Consolidation of CLOs
The Group holds investments in the
senior and subordinated notes of CLOs that it manages,
predominantly driven by risk-retention regulations. As the Group
has power as the asset manager to impact the returns of the
vehicles, the level of exposure to variable returns from its
involvement as an investor in the notes requires assessment to
whether this indicates that the Group has a principal or agent
relationship and therefore whether the CLO should be consolidated
under IFRS 10 "Consolidated Financial Statements" ("IFRS 10"). The subordinated notes of
CLOs are the tranche that is most exposed to the risk of portfolio
assets failing to pay as they are the first to absorb any losses.
As a result, the Group's consideration of exposure to variable
returns focuses on its interest in the equity tranches.
The assets and liabilities of the
CLO are held within separate legal entities and, as a result, the
liabilities of the CLO are non-recourse to the Group. The
consolidation of the CLO results in a significant gross-up on the
Group's assets and liabilities, which is shown gross on the face of
the Consolidated Statement of Financial Position and Consolidated
Statement of Cash Flows as separate lines but has no net effect on
the profit or loss or net assets. Details of the assets and
liabilities are included in notes 17 and 18 and a non-statutory and
unaudited Consolidated Statement of Financial Position and
Consolidated Statement of Cash Flows excluding the consolidation of
CLOs is included in the supplementary
information: non-statutory consolidated financial statements
section.
The Group consolidates Bridgepoint
CLO 1 DAC ("CLO 1"),
Bridgepoint CLO 3 DAC ("CLO
3"), Bridgepoint CLO IV DAC ("CLO 4"), Bridgepoint CLO V DAC
("CLO 5"), Bridgepoint CLO
VI DAC ("CLO 6") and
Bridgepoint CLO VII DAC ("CLO
7") as the Group has exposure to variable returns as an
investor in the subordinated notes. The Group holds the majority of
the subordinated notes in CLO 1, CLO 3, CLO 4, CLO 5, CLO 6 and CLO
7 and the Directors have therefore concluded that the Group acts as
principal and should consolidate. The construction of Bridgepoint
CLO VIII DAC ("CLO 8")
commenced during the year and remained in warehousing as at 31
December 2024. As the Group held a majority interest in the
warehouse equity, the Group also fully consolidates CLO
8.
Bridgepoint CLO 2 DAC
("CLO 2") is not
consolidated in the financial statements of the Group at 31
December 2024 as the Group's exposure to variable returns is only
5% of the subordinated notes.
|
Name of CLOs
|
Group interest in
the subordinated notes
|
Group share
of CLO
|
Consolidation treatment at
YE24
|
Nature of the entity
|
|
Bridgepoint CLO 1 DAC
|
55.2%
|
5.0%
|
Consolidated
|
Subordinated notes in the residual
class
|
|
Bridgepoint CLO 2 DAC
|
5.1%
|
5.0%
|
Not consolidated
|
Subordinated notes in the residual
class
|
|
Bridgepoint CLO 3 DAC
|
58.8%
|
9.6%
|
Consolidated
|
Subordinated notes in the residual
class
|
|
Bridgepoint CLO IV DAC
|
74.9%
|
8.2%
|
Consolidated
|
Subordinated notes in the residual
class
|
|
Bridgepoint CLO V DAC
|
66.2%
|
6.5%
|
Consolidated
|
Subordinated notes in the residual
class
|
|
Bridgepoint CLO VI DAC
|
68.4%
|
5.1%
|
Consolidated
|
Subordinated notes in the residual
class
|
|
Bridgepoint CLO VII DAC
|
64.6%
|
5.0%
|
Consolidated
|
Subordinated notes in the residual
class
|
|
Bridgepoint CLO VIII
DAC
|
50.0%
|
50.0%
|
Consolidated
|
Warehouse entity
|
The Group designates the amounts
attributable to the third-party investors through their holdings in
notes of the CLOs as financial liabilities at fair value through
profit and loss.
Consolidation of Carried Interest
Partnerships or intermediate holding companies
As a fund manager to its funds,
the Group participates in carried interest schemes through Carried
Interest Partnerships ("CIP") or intermediate holding
companies, General Partnerships ("GP"), the participants of which are the
Group, certain Group employees and others connected to the
underlying fund. These vehicles have two purposes: to facilitate
payments of carried interest from the fund to carried interest
participants, and to facilitate individual co-investment into the
funds.
The Directors have undertaken a
control assessment of each relevant CIP or GP in accordance with
IFRS 10 to consider whether they should consolidate the relevant
CIP or GP.
The Directors have considered the
contractual nature of the relationships between the relevant fund,
the CIP or GP and the CIP participants. The purpose and design of
the relevant CIP or GP and the carry rights in the fund are
generally determined at the outset by the fund's limited
partnership agreement ("LPA") which requires investor agreement
and incentivises individuals to enhance performance of the
underlying fund in line with investor expectations.
The Group has limited power over
the governance authority of the relevant CIP or GP, which makes
decisions about allocation of the carried interest, but these
powers do not give the Group control.
In addition, the Directors have
also considered the variability of returns of the relevant CIP or
GP. The variable returns are shared between the carried interest
participants and the Group is exposed to below 50% of variable
returns.
The Directors have concluded that
the Group does not control the relevant CIP or GP because of the
predetermined contractual nature of the relevant CIP or GP, the
Group's limited powers over the Adjudication Committees and limited
exposure to the variable returns of the relevant CIP or GP.
However, when the Group has a share of 20% or more of the rights to
the carried interest, the Group is considered to have significant
influence and in this case the relevant CIP or GP is accounted for
as an associate. Details of the associates are set out within note
29 (d).
Consolidation of employee share
partnership
On listing, the founder employee
shareholders created a separate ring-fenced vehicle, Burgundy
Investments Holdings LP (the "Burgundy Partnership"). The Burgundy
Partnership is a pool of assets, comprising the Company's shares.
The shares were contributed by founder employee shareholders
electing to donate a portion of their shares to the Burgundy
Partnership. This pool is ring-fenced for allocation to current and
future partners in the business, as a means of allowing them to
build a meaningful long-term shareholding in the Bridgepoint Group
and reflect the opportunities that previous partners were
offered.
The existing employee shareholders
prior to listing, and certain employee partners, will wholly own
the interest in the Burgundy Partnership.
The Group does not have any direct
economic interest in the Burgundy Partnership, and awards of new
points to existing and future employees are made by the Advisory
Committee of the Burgundy Partnership, which is made up of some of
the largest founder employee shareholders. As such, the Group does
not have power over the allocation of the points or to affect those
returns through its power.
The Directors have considered the
requirements of IFRS 10 to determine whether they should
consolidate the Burgundy Partnership. As the Group does not have
power over the Burgundy Partnership and no exposure to variable
returns from its involvement with the Burgundy Partnership, the
Directors have concluded that the Burgundy Partnership should not
be consolidated.
(b) Estimates
Recognition and measurement of
carried interest revenue
Carried interest revenue is only
recognised to the extent it is highly probable that there would not
be a significant reversal of any accumulated revenue recognised on
the completion of a fund.
In determining the amount of
revenue to be recognised the Group is required to make assumptions
and estimates when determining: 1) whether or not revenue should be
recognised; and 2) the timing and measurement of such
amounts.
The Group bases its assessment on
the best available information pertaining to the funds and the
activity of the underlying assets within that fund. This includes
the current fund valuation and internal forecasts on the expected
timing and disposal of fund assets.
For private equity and
infrastructure funds, the constraints on estimating the revenue are
incorporated through the application of discounts of 15% to 40%
(2023: 15% to 40%) to the unrealised fair values of investments
where the cumulative value of the distributions to investors and
unrealised fair value of investments of a fund exceeds the relevant
carried interest hurdle (being the contractual minimum return for
fund investors).
For credit funds, which are more
sensitive to the performance of individual investments within the
portfolio, only funds that have either reached their hurdle or are
expected to do so imminently are modelled on the same
basis.
The discount applied for each fund
depends on the stage and maturity profile of each fund, and
therefore recognises the de-risking of the income over time, taking
into account diversity of assets, whether there has been a recent
market correction (and whether this has been already factored into
the valuation of the fund) and the expected average remaining
holding period. Reasons for a higher discount may include where the
fund has not yet completed its construction, has not yet returned
its original capital commitments and there is the potential for the
hurdle to grow further, or there is a higher level of perceived
risk (fund specific or macro-economic). Reasons for a lower
discount include where a fund has returned its capital commitments
and the hurdle has stopped or where the fund has already started to
pay carry. The levels of discounts applied are reassessed
annually.
The weighted average discount at
31 December 2024 to the notional carried interest due to the Group
based on unrealised fair value of investments in relevant funds is
47% (2023: 51%) resulting in a carried interest receivable of
£113.3m (2023: £67.3m).
If the average discount was to
increase by 10% this would reduce carried interest income by
£21.6m. If the average discount was to decrease by 10% this would
increase carried interest income by £21.6m.
Valuation of fund investments at
fair value
Fund investments at fair value
consist of investments in private equity, credit and infrastructure
funds. The investments are fair valued using the net asset value of
each fund, determined by the fund manager. These funds are invested
into direct and indirect equity and debt investments.
Portfolio assets within each fund
are stated at fair value as determined in good faith by the fund
manager in accordance with the terms of the LPA of each fund and
the International Private Equity and Venture Capital Valuation
Guidelines ("IPEV") and are
reviewed and approved by the relevant Group Valuation Committee.
The valuations provided by the fund manager typically reflect the
fair value of the Group's proportionate share of the capital
account balance of each investment as at the reporting date or the
latest available date.
The market approach is typically
used for the valuation of the assets held by the funds. This
comprises valuation techniques such as comparable companies or
transactions and multiples. A market comparable approach uses
quoted market prices or third-party quotes for similar instruments
or relevant recent transactions to determine the fair value of a
financial asset. A multiples approach can be used in the valuation
of less liquid securities, which typically form the majority of
assets within a private equity, credit or infrastructure
fund.
Comparable companies and multiples
techniques assume that the valuation of unquoted direct investments
can be assessed by comparing performance measure multiples of
similar quoted assets for which observable market prices are
readily available. Comparable public companies are selected based
on factors such as industry, size, stage of development and
strategy. The most appropriate performance measure for determining
the valuation of the relevant investment is selected (which may
include EBITDA, price/earnings ratios for earnings or price/book
ratios for book values). Trading multiples for each comparable
company identified are calculated by dividing the value of the
comparable company by the defined performance measure. Comparable
transactions are selected based on factors such as industry, size,
geography, timing and nature of the transaction. The relevant
trading multiples or transactions might be subject to adjustment
for general qualitative differences such as liquidity, growth rate
or quality of customer base between the valued direct investment
and the group of comparable companies. The fair value of the direct
investment is determined by applying the relevant adjusted trading
multiple to the identified performance measure of the valued
company. Where available, valuation techniques use
market-observable assumptions and inputs. If such information is
not available, inputs may be derived by reference to similar assets
and active markets or from recent prices for comparable
transactions data. When measuring fair value, the fund manager
selects the non-market-observable inputs to be used in its
valuation techniques based on a combination of historical
experience, deviation of input levels based upon similar
investments with observable price levels and knowledge of current
market conditions and valuation approaches.
Within its valuation techniques
the fund manager typically uses different unobservable input
factors. Significant unobservable inputs include EBITDA multiples
(based on budget/forward-looking EBITDA or historical EBITDA of the
issuer and EBITDA multiples of comparable listed companies for
an equivalent period), discount rates, price/earnings ratios and
enterprise value/sales multiples. The fund manager also
considers the original transaction prices, recent transactions in
the same or similar instruments and completed third party
transactions in comparable instruments and adjusts the model as
deemed necessary.
A discounted cash flow approach
may also be used for the valuation of assets held by infrastructure
funds. Under a discounted cash flow approach the fair value is
determined by converting future cash flows (or earnings) to a
present value using current market expectations about those future
amounts. The discount rate is a key unobservable input in
determining the valuation and reflects market conditions, the risk
profile of the cash flows, and the time value of money.
The fund manager takes into
account sustainability related factors such as climate change into
the valuation of investments and, to the extent necessary, makes
adjustments to earnings and multiples where demand or costs for a
portfolio company could be impacted.
Debt instruments may be valued
using the market approach, independent loan pricing sources or at
amortised cost, which requires the determination of the effective
interest rate from a number of inputs, including an estimation of
the expected maturity of each loan.
Due to the level of unobservable
inputs within the determination of the valuation of individual
assets within each fund, and no observable price for each
investment in a fund, fund investments at fair value are classified
as level 3 financial assets under IFRS 13 "Fair Value
Measurement" ("IFRS
13").
Further detail on the valuation
methodologies, inputs and the number of fund investments valued
using each technique, along with a sensitivity analysis of the
impact of a change in the fair value of fund investments is
included within note 20 (d) and (e).
Valuation of CLO assets and
liabilities
Consolidated CLO assets, which
consist of loans, are valued using independent loan pricing
sources. To the extent that the significant inputs are observable,
the Group categorises these investments as level 2. The valuation
methodology for the Group's investment in the various notes of CLOs
is based upon discounted cash flow models with unobservable market
data inputs, such as asset coupons, constant annual default rates,
prepayment rates, reinvestment rates, recovery rates and discount
rates and they are therefore considered level 3 financial
assets.
The consolidated CLO liabilities,
consisting of the notes issued to third-party investors, are valued
in line with the fair value of the CLOs' loan asset portfolios.
CLOs are constructed to distribute all proceeds generated from
their assets to the note holders of the CLO and thus do not
generate any residual profit. The valuations of the consolidated
liabilities are therefore measured at par and are adjusted in order
to match the value of the asset portfolio, with any adjustment
applied to the note liabilities in order of ascending
seniority.
The Group's investments in CLO
notes of consolidated CLO vehicles are eliminated on consolidation
based on the valuation of the investments as determined
by the discounted cash flow models as described above. A
sensitivity analysis has been included within note 20
(e).
Measurement of intangible assets,
useful lives and impairment
The fair value of acquired
intangible assets (and therefore the resulting goodwill recognised
on acquisition) is significantly affected by a number of
factors. These include management's best estimates of future
performance (i.e. forecast revenue, expected revenue attrition,
forecast operating margin), any contributory assets changes and
estimates of the return required to determine an appropriate
discount rate (in order to calculate the net present value of the
assets).
i) Goodwill and intangible assets
recognised from the acquisition of EQT Credit
A customer relationship asset was
recognised following the Group's acquisition of EQT Credit in
October 2020, to reflect the value of current investor
relationships to the Group in the future.
At the time of the acquisition,
the cost of the acquired customer relationship was measured at fair
value by discounting estimated contractual future cash flows over a
period in which the customer was expected to remain invested within
the Group's funds. Key assumptions in the model included forecast
earnings for 2021 to 2025, a growth rate applied from 2025 onwards
which was based upon the long-term operating plan for the business,
an investor reinvestment rate from one fund to another, and a
pre-tax discount rate of 10.5% which was calculated by using
comparable company information.
The useful life of the intangible
assets arising from this transaction has been determined as seven
years, which represents the period over which the net present value
of cash flows from the acquired customer relationships reduce to
nil.
Goodwill that arose from the
acquisition of EQT Credit is assessed for impairment annually or
more frequently if events or changes in circumstances indicate
potential impairment loss. It is the Group's judgement that the
lowest level of CGU used to determine impairment is the credit
business segment for the purposes of monitoring and assessing
goodwill for impairment.
ii) Goodwill and intangible assets
recognised from the acquisition of ECP
Two intangible assets have been
recognised as separable assets upon the acquisition of ECP in
August 2024. The first was an intangible asset related to the
customer relationships, and the second related to the acquired
right to future carried interest from existing funds.
The cost of the customer
relationship intangible asset was measured at fair value by
discounting estimated contractual future cash flows expected to be
earned from each individual investor from their current commitments
and the expected level of reinvestment in future funds over a
period. Key assumptions in the model included forecast earnings for
2024 to 2031, a growth rate applied from 2031 onwards which was
based upon the long-term operating plan for the business, an
investor reinvestment rate from one fund to another, and a pre-tax
discount rate of 25.0%.
The Group also recognised the
acquired right to any future carry that is anticipated from certain
funds as an intangible asset. The cost of the rights to the future
carry was measured at fair value by using a probability weighted
expected returns discounted cash flow approach which contains a
range of possible outcomes and key assumptions such as cash flow
projections for 2024 to 2033 and a weighted average pre-tax
discount rate of 17.7%.
The useful life of the customer
relationship and acquired right to future carried interest
intangible assets arising from the ECP transaction has been
determined as 7 years and 3 to 10 years, respectively.
Goodwill arising from the
acquisition of ECP is assessed for impairment annually or more
frequently if events or changes in circumstances indicate potential
impairment loss. It is the Group's judgement that the lowest level
of CGU used to determine impairment is the infrastructure business
segment.
Further details of the valuation
of intangible assets arising from the acquisition of ECP are
included in the purchase price allocations (shown in note 15) which
have been prepared in accordance with IFRS 3 "Business
Combinations" ("IFRS
3").
A sensitivity analysis of goodwill
and the intangible asset has also been included within note
15.
Measurement of deferred contingent
consideration payable
Under the purchase and sale
agreement in relation to the ECP transaction, the Group has an
obligation to settle an amount of deferred contingent consideration
on achieving certain management fee revenue. The amount payable has
been recognised based upon management's current best estimate of
future fundraising and implied share price, discounted to present
value. A sensitivity analysis has been included within note 20
(e).
4 Business combinations
On 6 September 2023, the Group
announced a transaction to add ECP to the Group
(the "Transaction"). The Transaction completed on 20 August
2024, which is the acquisition date for accounting purposes. This
Transaction creates a significant third vertical for the business,
marking a decisive step forward in creating a fully diversified
alternative asset manager. It strengthens the Group's position as
one of the world's leading private asset growth investors focused
on the middle market.
As part of the Transaction, the
Group acquired 100% of the general partner interests and limited
partner interests in Energy Capital Partners Holdings, LP. It also
acquired 100% of the general partner interests in Energy Capital
Partners Management, LP. The combined group will hold 95% of ECP's
fee related earnings and will receive up to 15% of the carried
interest in historic funds and at least 30% in future funds, up to
50% of co-investments in more recent funds and at least 65% of
co-investments in future funds.
In accordance with the agreement,
the ECP vendors transferred interests in ECP to Bridgepoint OP LP,
a partnership that also holds interests in the Group's pre-existing
business, in exchange for receiving additional partnership units
issued at the completion and earn-out units subject to certain
performance targets. These units can be converted into Company
shares on a one-for-one basis during certain prescribed windows
from completion, pursuant to the terms of the agreement. For the
issued units that have no ongoing employment conditions, they are
economically equivalent to the Company ordinary shares and may be
exchanged for the Company ordinary shares on a one-for-one basis.
Upon completion, these units are deemed to represent
non-controlling interests in the Group. On acquisition date, the
total number of partnership units owned by vendors (other than the
Group and its affiliates) represented 18.0% of the total
shareholdings in the Group. The Group has elected to measure the
non-controlling interests at their proportionate share of the net
assets of the combined Group.
The fair value of intangible
assets and liabilities assumed are significantly affected by a
number of factors. These include management's best estimates of
future performance (i.e. forecast revenue and scenario
probabilities, the Company's share price, expected revenue
attrition, forecast fundraising), any contributory asset charges
and estimates of the return required to determine an appropriate
discount rate (in order to calculate the net present value of the
assets or liabilities).
a) Consideration transferred,
assets acquired and liabilities assumed, and resulting
goodwill
Total consideration has been
assessed in accordance with IFRS 3. The total consideration of
£596.5m includes cash consideration to the sellers of £173.1m and
has been adjusted to take into account working capital, net
commitments funded and distributions made in respect of certain
fund co-investment, net indebtedness and other transaction
expenses, £395.2m consideration settled in equity, £9.5m deferred
contingent consideration, £12.5m non-contingent deferred
consideration and £6.2m in fund co-investment commitments for which
the sellers are entitled to be reimburse/deferred co-investment
commitment surplus.
Goodwill arising from the
acquisition has been recognised as follows:
|
|
Note
|
£
m
|
Estimated
useful life
|
|
Purchase consideration:
|
|
|
|
|
Total cash consideration
|
|
173.1
|
|
|
Equity interest
consideration
|
|
395.2
|
|
|
Deferred contingent consideration
(earn-out)
|
1
|
9.5
|
|
|
Non-contingent deferred
consideration
|
|
12.5
|
|
|
Deferred payment of aggregate
amounts drawn in certain ECP Funds
|
|
6.2
|
|
|
Total purchase
consideration
|
|
596.5
|
|
|
Less: fair value of identifiable
net liabilities acquired
|
|
69.4
|
|
|
Less: Intangible assets: customer
relationship
|
2
|
(132.1)
|
7 years
|
|
Less: Intangible assets: acquired
carried interests
|
2
|
(97.5)
|
3 to 10 years
|
|
Goodwill
|
|
436.3
|
|
|
Note 1
|
The deferred contingent
consideration payable (earn-out) is linked to performance targets
of ECP. The earn-out is calculated with reference to contracted
management fees and implied share price which determines the
payment, discounted to a present value and adjusted for scenario
probability. On an undiscounted basis, the expected earn-out
payable ranges from nil to £68.9m. The payable is classified as
Level 3 (of the fair value hierarchy) due to inputs used in the
valuation that are not based on observable data. A 1% change in the
discount rate applied would not have a material effect on the
valuation of the payable.
|
|
Note 2
|
The fair values of the net assets
acquired were determined based on assumptions that reasonable
market participants would use in the principal (or most
advantageous) market and primarily included significant
unobservable inputs. The following valuation methodologies were
used to determine fair value
|
|
-
|
Customer relationships:
multi-period excess earnings method ("MEEM") (income approach);
and
|
|
-
|
Acquired carried interests:
probability weighted expected returns method ("PWERM") (income approach)
|
Goodwill has been allocated to the
infrastructure cash generating unit. The goodwill is attributable
to the forecast growth in future earnings from larger funds, new
products, and new investor relationships due to ECPs market
positioning and the dynamics and investor demand for investments
into energy transition, electrification and
decarbonisation.
The Transaction was funded from
the Group's existing cash resources and available borrowing
facilities.
b) Income and profit
contribution
From the date of acquisition, 20
August 2024, ECP contributed the following revenue, underlying
EBITDA and underlying profit to the Group:
|
|
£ m
|
|
Total operating income
|
72.5
|
|
Underlying EBITDA
|
53.8
|
|
Underlying profit before
tax
|
48.4
|
If the acquisition had occurred on
1 January 2024, ECP would have contributed the following additional
income and underlying EBITDA to the Group:
|
|
ECP's reported results from 20
August 2024 to 31 December 2024
£ m
|
ECP's reported results from 1
January 2024 to 19 August 2024
£ m
|
Pro forma ECP results for
2024
£ m
|
|
Total operating income
|
72.5
|
114.8
|
187.3
|
|
Underlying EBITDA
|
53.8
|
78.5
|
132.3
|
|
Underlying profit before
tax
|
48.4
|
69.3
|
117.7
|
c) Impact on cash flows
Cash flows from investing
activities includes the impact on cash arising from consideration
paid to acquire the subsidiary. Consideration of £173.1m was paid
on the date of acquisition.
d) Trade and other receivables
assumed
Trade and other receivables
acquired comprise gross trade and other receivables amounting to
£24.9m, which approximates fair value. It is expected that the
full contractual amounts can be collected.
e) Acquisition-related
costs
During the year, transaction costs
of £9.2m (2023: £42.0m) incurred by the Group have been recognised
as other operating expenses. Such transaction costs are classified
as exceptional and so are excluded from underlying performance
metrics. Further detail of transaction costs are included in note
9.
5 Operating segments
Operating segments are the
components of the Group whose results are regularly reviewed by the
Group's chief operating decision maker to make decisions about
resources to be allocated to the segment and assess its
performance.
The Executive Directors are
considered to be the chief operating decision maker of the Group,
which is divided into operating segments based on how key
management reviews and evaluates the operation and performance of
the business.
The Group's operations are divided
into two groups, the core business, consisting of the private
equity, credit and infrastructure fund management and associated
central support, and other. Other includes the Group's procurement
consulting business, PEPCO Services LLP, and costs relating to
strategic projects.
The Group's core operations are
divided into three business segments: private equity, credit and
infrastructure, which is a new segment added to the Group post the
ECP transaction in 2024. The operations of the business
segments consist of providing investment management services to the
relevant funds and their investors. The investment management
services comprise identification and structuring of new
investments, the monitoring of investments and the sale and exit
from investments. The three business segments are supported by the
central support functions which include investor relations, head
office, finance, human resources, IT and marketing.
Segmental income and profit before
tax analysis
The Executive Directors assess the
operating segments based on the line items below, primarily on
operating income and underlying EBITDA. The EBITDA for each
segment, together with depreciation and amortisation and net
finance and other income or expenses, forms profit before tax.
Depreciation, finance and other income, finance and other expenses,
exceptional items and the share-based payment expenses excluded
from underlying EBITDA are not allocated to operating segments and
are included in the Group total.
Group
|
Year ended 31 December
2024
|
Private Equity
£ m
|
Credit
£ m
|
Infrastructure
£ m
|
Central
£ m
|
Total Core
£ m
|
Total Other
£ m
|
Total Group
£ m
|
|
Underlying management
fees*
|
238.8
|
61.3
|
33.0
|
2.9
|
336.0
|
-
|
336.0
|
|
Carried interest
|
28.0
|
-
|
31.1
|
-
|
59.1
|
-
|
59.1
|
|
Fair value remeasurement of
investments (excluding PRE adjustments*)
|
8.8
|
14.4
|
8.4
|
-
|
31.6
|
-
|
31.6
|
|
Other operating income
|
0.2
|
-
|
-
|
-
|
0.2
|
0.8
|
1.0
|
|
Underlying total operating
income*
|
275.8
|
75.7
|
72.5
|
2.9
|
426.9
|
0.8
|
427.7
|
|
Personnel expenses
|
(69.9)
|
(23.9)
|
(15.2)
|
(48.0)
|
(157.0)
|
(0.8)
|
(157.8)
|
|
Other operating
expenses
|
(23.3)
|
(6.9)
|
(3.5)
|
(22.6)
|
(56.3)
|
(0.1)
|
(56.4)
|
|
Underlying EBITDA* (excluding
exceptional expenses and certain share-based payment
expenses)
|
182.6
|
44.9
|
53.8
|
(67.7)
|
213.6
|
(0.1)
|
213.5
|
|
Exceptional expenses
|
|
|
|
|
|
|
(61.8)
|
|
Certain excluded share-based
payment expenses
|
|
|
|
|
|
|
(5.9)
|
|
PRE adjustments*
|
|
|
|
|
|
|
0.4
|
|
EBITDA
|
|
|
|
|
|
|
146.2
|
|
Depreciation and
amortisation
|
|
|
|
|
|
|
(36.2)
|
|
Net finance and other income and
expenses
|
|
|
|
|
|
|
(29.3)
|
|
Profit before tax
|
|
|
|
|
|
|
80.7
|
|
|
|
|
|
|
|
|
|
Group
|
Year ended 31 December
2023
|
Private Equity
£ m
|
Credit
£ m
|
Central
£ m
|
Total Core
£ m
|
Total Other
£ m
|
Total Group
£ m
|
|
Underlying management
fees*
|
205.0
|
56.5
|
3.8
|
265.3
|
-
|
265.3
|
|
Carried interest
|
30.0
|
-
|
-
|
30.0
|
-
|
30.0
|
|
Fair value remeasurement of
investments (excluding PRE adjustments*)
|
17.3
|
8.0
|
-
|
25.3
|
-
|
25.3
|
|
Other operating income
|
0.2
|
-
|
-
|
0.2
|
0.8
|
1.0
|
|
Underlying total operating
income*
|
252.5
|
64.5
|
3.8
|
320.8
|
0.8
|
321.6
|
|
Personnel expenses
|
(69.3)
|
(21.3)
|
(36.0)
|
(126.6)
|
(1.0)
|
(127.6)
|
|
Other operating
expenses
|
(18.3)
|
(8.8)
|
(18.0)
|
(45.1)
|
(0.1)
|
(45.2)
|
|
Underlying EBITDA* (excluding
exceptional expenses and certain share-based payment
expenses)
|
164.9
|
34.4
|
(50.2)
|
149.1
|
(0.3)
|
148.8
|
|
Exceptional expenses
|
|
|
|
|
|
(47.7)
|
|
Certain excluded share-based
payment expenses
|
|
|
|
|
|
(4.0)
|
|
EBITDA
|
|
|
|
|
|
97.1
|
|
Depreciation and
amortisation
|
|
|
|
|
|
(18.7)
|
|
Net finance and other income and
expenses
|
|
|
|
|
|
7.6
|
|
Profit before tax
|
|
|
|
|
|
86.0
|
|
*
|
These are not defined or
recognised under IFRS but are used by the Executive Directors and
management to analyse the business and financial performance. The
supplementary information: alternative performance measures (APMs)
section sets out definitions of each of the APMs and how they can
be reconciled back to the condensed consolidated financial
statements.
|
Geographical analysis and customer
concentrations
The Group's total operating income
disaggregated by geographical location of service provided is as
follows:
|
Year ended 31 December
2024
|
£
m
|
|
UK
|
264.7
|
|
USA
|
72.5
|
|
EU countries
|
90.9
|
|
Total operating income
|
428.1
|
No single fund investor
constitutes more than 10% of assets under management.
Assets and liabilities
analysis
The Group's Consolidated Statement
of Financial Position is managed as a single unit rather than by
segment. The only distinction for the business segments relates to
the Group's investments in funds, carried interest receivable and
other investments, which can be split between private equity,
credit (further split between investments attributable to the Group
and to third party investors) and infrastructure.
|
|
Group
|
|
|
2024
£ m
|
2023
£ m
|
|
Investments:
|
|
|
|
Private equity (investments in
funds, excluding those attributable to third party
investors)
|
470.8
|
260.9
|
|
Private equity (investments in
funds attributable to third party investors)
|
110.6
|
-
|
|
Private equity (other
investments)
|
-
|
7.5
|
|
Credit (investments in funds,
including CLOs, excluding those attributable to third party
investors)
|
142.0
|
121.6
|
|
Credit (CLO assets attributable to
third party investors)
|
1,893.3
|
1,267.7
|
|
Infrastructure (investments in
funds)
|
127.1
|
-
|
|
Total investments
|
2,743.8
|
1,657.7
|
|
Carried interest
receivable:
|
|
|
|
Private equity
|
49.0
|
64.7
|
|
Credit
|
2.5
|
2.6
|
|
Infrastructure
|
61.8
|
-
|
|
Total carried interest
receivable
|
113.3
|
67.3
|
|
|
|
|
6 Operating income
Operating income primarily
comprises management and other fees, carried interest income and
investment income from the management of, and investment in,
private equity, infrastructure and credit fund
partnerships.
Management and other
fees
Management and other fees are
presented net of the profit or loss impact of the settlement of
foreign exchange hedging used to limit the volatility of
foreign exchange on fees earned in euros or US dollars.
|
|
Group
|
|
|
2024
£ m
|
2023
£ m
|
|
Management and other fees before
settlement of foreign exchange hedges
|
325.7
|
264.2
|
|
Settlement of foreign exchange
hedges
|
3.5
|
1.1
|
|
Total management and other
fees
|
329.2
|
265.3
|
Carried interest
The amount of carried interest
recognised in operating income and the carrying value of the
related asset is sensitive to the fair value of unrealised
investments within each fund. The reversal risk in carried interest
income, which is accounted for under IFRS 15, is managed through
the application of discounts of 15% to 40% to the fair value of the
fund investments and the later recognition of carried interest
relating to credit funds.
A sensitivity analysis of the
average discount rate on the carried interest income is included in
note 3 (b).
Fair value remeasurement of
investments
Fair value remeasurement of
investments consists of net changes in the fair value of the
Group's investments in private equity, credit and infrastructure
funds.
Fair value remeasurement of
investments is presented net of the profit or loss impact of the
remeasurement of foreign exchange hedging used to limit the
volatility of foreign exchange on investment income earned in
euros.
|
|
Group
|
|
|
2024
£ m
|
2023
£ m
|
|
Fair value remeasurement of
investments before remeasurement of foreign exchange
hedges
|
35.3
|
23.8
|
|
Remeasurement of foreign exchange
hedges
|
3.5
|
1.5
|
|
Fair value remeasurement of
investments
|
38.8
|
25.3
|
Fair value remeasurement of
investments includes the remeasurement of the fair value of
investments in CLOs which are fully consolidated by the Group. The
CLO investment expense is the amount of investment income due to
third-party note holders who have invested in the CLOs which are
fully consolidated by the Group.
|
|
Group
|
|
|
2024
£ m
|
2023
£ m
|
|
CLO investment income
|
128.1
|
66.7
|
|
CLO investment expense
|
(115.5)
|
(58.5)
|
|
CLO investment income,
net
|
12.6
|
8.2
|
The table above excludes the fair
value remeasurement of sale and repurchase arrangements of the
Group's interests in CLO 2 and CLO 3. Further details are set out
in note 18 (d).
Note 20 (e) includes a sensitivity
analysis for co-investment valuations and the impact on profit or
loss.
7 Personnel expenses
Aggregate personnel expenses
(including Directors' remuneration) in each year were as
follows:
|
|
Group
|
|
|
2024
£ m
|
2023
£ m
|
|
Wages and bonuses
|
126.9
|
95.7
|
|
Social security
|
20.3
|
19.2
|
|
Pensions
|
3.2
|
1.9
|
|
Share-based payments
|
49.6
|
4.5
|
|
Other employee expenses
|
14.6
|
11.2
|
|
Total personnel
expenses
|
214.6
|
132.5
|
Total personnel expenses include
£50.9m (2023: £0.9m) of exceptional expenses, and accordingly are
excluded from the calculation of underlying profitability
measures. See note 9 for further details.
a) Share-based payments
The total charge to the
Consolidated Statement of Profit or Loss for the year was £49.6m
(2023: £4.5m) and this was credited to the share-based payments
reserve in equity for an equity-settled award or recognised as a
liability for a cash-settled award. £49.0m of the total share-based
payment expenses are excluded from underlying metrics for the
reasons explained in the APMs definitions in the supplementary
information: alternative performance measures (APMs)
section.
Partnership units issued as part
of ECP acquisition
The Group issued 185.0m units in
Bridgepoint OP LP to the vendors of ECP on the ECP acquisition
date, 20 August 2024, under the purchase and sale agreement. Of
those 170.1m units are not subject to employee performance
conditions (vesting terms) associated with the units. Therefore
they are considered part of the total consideration. Further
detail of ECP transaction consideration is set out in note
4.
The remaining 14.9m units are
treated as an equity-settled share-based payment under IFRS 2
"Share-based Payment" ("IFRS
2") and subject to staggered vesting over 4 years from
closing. The awards are initially recognised at their fair value of
£3.03 per unit at the grant date.
|
Group and Company
|
Number of units
|
Weighted average fair value per
share granted (£)
|
|
2024
|
|
Rights outstanding at beginning of
the period
|
-
|
N/A
|
|
Granted
|
14,929,500
|
3.03
|
|
Forfeited
|
-
|
N/A
|
|
Vested
|
-
|
N/A
|
|
Rights outstanding (unvested) at
the end of the period
|
14,929,500
|
3.03
|
A total expense of £4.1m has been
recognised in personnel expense during the year. It is considered
exceptional and therefore is excluded from underlying
profitability measures.
Restricted stock units ("RSUs")
issued as part of the ECP acquisition
Under the purchase and sale
agreement relating to ECP, the Group has established an incentive
equity plan for employees of ECP and some service providers to ECP.
RSUs that are issued to employees will result in the issue of
shares in the capital of the Company post vesting. Therefore RSUs
are treated as an equity-settled share-based payment under IFRS
2.
Awards over 7.6m shares vested
immediately post closing of the ECP transaction and the other 42.4m
awards are vesting over a period of 5 years from closing.
The awards entitle the RSU holders to receive dividend cash
equivalents, which are reflected in the calculation of their fair
value at the grant date. Over the vesting period, the Group
recognises a personnel expense.
|
Group and Company
|
Number of shares
|
Weighted average fair value per
share granted (£)
|
|
2024
|
|
Rights outstanding at beginning of
the period
|
-
|
N/A
|
|
Granted
|
49,993,600
|
3.03
|
|
Forfeited
|
-
|
N/A
|
|
Vested
|
(7,613,825)
|
3.03
|
|
Rights outstanding (unvested) at
the end of the period
|
42,379,775
|
3.03
|
In 2024 a total expense of £38.2m
relating to RSUs has been recognised in personnel expenses, which
includes £23.3m in immediately vested RSUs and £14.7m which relates
to the four-month impact of the RSUs awarded in 2024. Such costs
are considered exceptional and therefore are excluded from
underlying profitability measures.
Earn-out units issued as part of
ECP acquisition
45.0m earn-out units were granted
to the ECP sellers in the ECP transaction with a final value linked
to performance targets of ECP funds. 50% of the units (22.5m) are
subject to a continuing employment condition, vesting over the
period from closing to 2029, with the other 50% vesting immediately
at closing. Further details of the earn-out that is not subject to
vesting are set out in note 4.
The units will ultimately convert
into in the Company's shares and are treated as an equity-settled
share-based payments. The fair value of the earn-out units is
determined at £3.03 per share, with a total value of £7.3m. During
2024, a total expense of £0.7m has been recognised in personnel
expenses. It is considered exceptional and therefore is excluded
from underlying profitability measures.
A3 share award
In June 2021 the Company issued A3
ordinary shares of £0.01 nominal value to certain employees for
consideration of £1.50 per share. The A3 shares would vest on the
fifth anniversary of their issue provided that the shareholder
remained an employee throughout this period. As part of the
Company's share reorganisation prior to the IPO, the A3 shares were
converted into ordinary shares. The fair value of the share issued
was calculated as £3.96 per share as was determined by a
third-party valuation. The expenses relating to the A3 shares are
included in underlying profitability measures.
|
|
A3 Share Award
|
A3 Share Award (£ per
share)
|
|
Group and Company
|
2024
|
2023
|
2024
|
2023
|
|
Opening
|
440,400
|
528,975
|
3.96
|
3.96
|
|
Vested
|
-
|
(56,550)
|
N/A
|
3.96
|
|
Forfeited
|
(51,200)
|
(32,025)
|
3.96
|
3.96
|
|
Outstanding at year end
|
389,200
|
440,400
|
3.96
|
3.96
|
Long-term incentive
plans
In March 2023 the Group granted
awards under a long-term incentive plan ("LTIP") to qualifying employees. The
total fair value of the awards on the grant date was
estimated at £5.6m. The Group will settle the awards, vesting over
the period 30 June 2023 to 31 March 2025, either in the
Company's shares or with an equivalent cash payment where local
laws restrict the grant of shares in foreign corporations,
with no consideration paid by the participants. As the LTIP awards
vest subject to the achievement of certain service conditions,
namely continued employment in the Group, they are accounted for as
either equity-settled or cash-settled share-based payment
transactions under the Group's accounting policy in line with IFRS
2.
The scheme was implemented to
increase employee ownership in the Group for a targeted group of
employees post-IPO. The awards are not considered an alternative
to cash-based compensation, are not included in the cost-base
when considering operating segment performance and will cease
to be a reconciling item once the awards issued as
part of the strategy are fully vested.
In 2024 a total expense of £5.9m
(2023: £4.0m) have been recognised in personnel expenses and are
excluded from underlying profitability measures.
|
Group and Company
|
Number of shares
|
Weighted average fair value
per share granted (£)
|
|
2024
|
2023
|
2024
|
2023
|
|
Rights outstanding at beginning of
the period
|
1,859,348
|
-
|
2.14
|
N/A
|
|
Granted
|
2,423,489
|
2,619,773
|
2.58
|
2.15
|
|
Granted - dividend
equivalents
|
81,403
|
75,571
|
2.48
|
2.17
|
|
Forfeited
|
(243,754)
|
(91,298)
|
2.35
|
2.17
|
|
Forfeited - dividend
equivalents
|
(5,533)
|
(1,225)
|
2.25
|
2.17
|
|
Vested
|
(1,364,201)
|
(730,302)
|
2.31
|
2.17
|
|
Vested - dividend
equivalents
|
(41,330)
|
(13,171)
|
2.27
|
2.17
|
|
Rights outstanding (unvested) at
the end of the period
|
2,709,422
|
1,859,348
|
2.40
|
2.14
|
Restricted Share Plan
In April 2024 a Director of the
Company was granted a conditional share award of 326,672 shares at
a value of £2.60 per share, with a total value of
£850,000, vesting over the period from 1 April 2024 to 1 April
2026.
In 2023 an award of 114,953 shares
at a value of £2.17 per share, with total value £250,000, vesting
on 31 March 2025, was granted to another Director of the Company.
The restricted share plan is a constituent part of the total
compensation for directors of the Company and so is considered an
alternative to cash-based compensation. The cost for the year of
£0.4m (2023: £0.2m) is included in underlying profitability
measures.
b) Other employee
expenses
Other employee expenses include
insurance, healthcare, training, recruitment costs and certain
incentive schemes.
Management incentive
scheme
In April 2021 a subsidiary of the
Company, Bridgepoint Credit Holdings Limited, issued shares to
certain employees of the Group as part of a management
incentive scheme. The scheme has been accounted for as an other
long-term employment benefit under IAS 19 "Employment Benefits"
("IAS 19") as it is not linked to the value of the equity of
Bridgepoint Credit Holdings Limited or equity instruments of other
Group members, but is based on the revenue generated by certain
funds managed by the Group.
During 2024, a £1.2m expense
(2023: nil) and corresponding liability has been included in other
employee expenses and calculated based upon funds raised and
expected management fees which exceed the targets at that date. The
expense is considered exceptional and is therefore excluded from
underlying profitability measures.
ECP employees retention
bonus
In January 2023 ECP granted certain
employees retention bonuses, which vest over 3 years, or over 2023
to 2026.
The payment of the bonuses is
contingent on continued employment which is treated as a service
condition. The bonuses are not linked to the Company's share price
or value and so are treated as employee remuneration with the
associated expense spread over the service period under IAS 19. The
acquired balance sheet included a liability of £17.6m for a portion
of the unpaid bonuses, with an expense of £4.3m recognised in the
Consolidated Condensed Statement of Profit or Loss in the period
since the transaction completed. As such costs are non-recurring
and are material by size, they are considered as exceptional items
and so excluded from underlying performance metrics.
Staff numbers
The monthly average number of
persons, including Directors, employed by the Group during the year
split by geography was as follows:
|
|
Group
|
|
|
2024
No.
|
2023
No.
|
|
UK
|
246
|
226
|
|
Other
|
252
|
152
|
|
Total
|
498
|
378
|
The Company has five employees
(2023: five).
8 Other operating
expenses
Other operating expenses include
expenditure on IT, travel and legal and professional fees. Other
operating expenses also include fees paid to the auditors for
the audit of the Group and relevant subsidiary financial statements
and other fees for other services.
In 2024 exceptional expenses of
£10.9m (2023: £46.8m) are included in the Group's other operating
expenses. Further details provided in note 9 (b).
Expenditure relating to low-value
asset leases is required to be disclosed separately and is set out
below.
a) Auditor's
remuneration
During the year, the Company and
the Group received the following services from its external
auditor, Forvis Mazars LLP.
The table below sets out
fees earned by Forvis Mazars LLP in relation to the year ended 31
December 2024.
|
|
Group
|
|
|
2024
£ m
|
2023
£ m
|
|
Audit fees
|
|
|
|
Fees payable to the external
auditor for the audit of the Company and the consolidated financial
statements
|
1.0
|
0.5
|
|
Fees payable to the external
auditor for the audit of the accounts of the Company's consolidated
subsidiaries
|
1.1
|
0.9
|
|
Total audit fees
|
2.1
|
1.4
|
|
Non-audit fees
|
|
|
|
Audit-related assurance
services
|
0.2
|
0.2
|
|
Other non-audit
services
|
-
|
0.3
|
|
Total non-audit fees
|
0.2
|
0.5
|
|
Total auditor's
remuneration
|
2.3
|
1.9
|
b) Low-value asset
leases
|
|
Group
|
|
|
2024
£ m
|
2023
£ m
|
|
Expense relating to low-value
asset leases
|
|
|
|
Low-value asset leases
|
0.4
|
0.4
|
|
|
|
|
9 Exceptional items
Exceptional items in the years
ended 31 December 2024 and 2023 principally relate to costs
incurred in relation to the acquisition of ECP and EQT
Credit.
Exceptional other income in 2023
relates to the remeasurement and revaluation of the EQT deferred
consideration payable.
|
|
Group
|
|
|
2024
£ m
|
2023
£ m
|
|
Personnel expenses
|
(50.9)
|
(0.9)
|
|
Other operating
expenses
|
(10.9)
|
(46.8)
|
|
Total exceptional expenses within
EBITDA
|
(61.8)
|
(47.7)
|
|
Finance and other
expenses
|
(0.8)
|
-
|
|
Total exceptional
expenses
|
(62.6)
|
(47.7)
|
|
|
Group
|
|
|
2024
£ m
|
2023
£ m
|
|
Finance and other
income
|
-
|
6.9
|
|
Total exceptional
income
|
-
|
6.9
|
a) Exceptional personnel
expenses
In 2024 exceptional personnel
expenses primarily relate to £43.0m incentive award share-based
payment expenses from the acquisition of ECP. 2024 exceptional
personnel expenses also include £4.3m of one-off retention bonuses
that transferred with the ECP perimeter.
The amounts also include £1.2m
deferred transaction related bonuses and associated social security
costs from the acquisition of EQT Credit in 2020. Specific bonus
payments payable to employees in relation to the EQT acquisition
are exceptional as such awards were only granted once.
b) Exceptional other operating
expenses
In 2024 exceptional other
operating expenses include costs incurred in relation to the
acquisition of ECP. Costs include completion fees for the financial
advisers on the transaction, post-transaction integration costs and
other professional service fees of the associated
workstreams.
Such costs would not have been
incurred if no transaction had taken place and therefore have been
classified as exceptional. See note 4 for further details of the
ECP transaction.
2023 exceptional other operating
expenses relate to the acquisition of ECP include transaction fees,
structuring and other accounting and tax advisory costs,
documentation costs and costs associated with the preparation of
the shareholder circular in respect of the ECP
transaction.
c) Exceptional finance and other
expenses
In 2024 £0.8m of exceptional
finance and other expenses relate to the unwind of discount and
revaluation of items of deferred consideration relating to the ECP
transaction.
d) Exceptional finance and other
income
In 2023 £6.9m of exceptional other
income related to the remeasurement and revaluation of the deferred
contingent consideration payable and unwind of discount of the
associated liability to EQT AB in relation to the acquisition of
EQT Credit in 2020.
10 Depreciation and
amortisation
The following table summarises the
depreciation and amortisation charges during the year.
|
|
Group
|
|
|
2024
£ m
|
2023
£ m
|
|
Depreciation on property, plant
and equipment
|
15.1
|
14.9
|
|
Amortisation of intangible
assets
|
21.1
|
3.8
|
|
Total depreciation and
amortisation expense
|
36.2
|
18.7
|
The amortisation charge of £21.1m
includes an expense in relation to the amortisation of customer
relationship intangible assets arising from the EQT Credit and ECP
transaction and acquired carried interest intangible assets arising
from the ECP transaction, as well as £1.7m amortisation of computer
software (2023: £0.8m).
The amortisation charge of
customer relationship and carried interest intangible assets which
totalled £19.4m (2023: £3.0m) is excluded from the calculation of
underlying profitability measures in order to distinguish from
underlying performance.
11 Net finance and other income or
expenses
|
|
Group
|
|
|
2024
£ m
|
2023
£ m
|
|
Interest income on term
deposits
|
6.9
|
9.0
|
|
Finance income on
subleases
|
0.9
|
0.7
|
|
Finance income on amounts
receivable from third party investors
|
-
|
0.1
|
|
Other income
|
-
|
6.9
|
|
Total finance and other
income
|
7.8
|
16.7
|
|
Interest expense on bank
overdrafts and borrowings
|
(17.5)
|
(1.8)
|
|
Interest expense on lease
liabilities
|
(3.6)
|
(3.5)
|
|
Net foreign exchange
losses
|
(12.3)
|
(2.4)
|
|
Finance expense on amounts payable
to related party investors
|
(0.5)
|
(0.4)
|
|
Other expenses
|
(3.2)
|
(1.0)
|
|
Total finance and other
expenses
|
(37.1)
|
(9.1)
|
|
Net finance and other income,
including exceptional items
|
(29.3)
|
7.6
|
|
|
|
|
12 Tax expense
(a) Tax expense
Tax charged in the Consolidated
Statement of Profit or Loss:
|
|
Group
|
|
|
2024
£ m
|
2023
£ m
|
|
Current taxation
|
|
|
|
Current tax - current
year
|
3.7
|
3.2
|
|
Current tax - prior
year
|
0.3
|
(0.2)
|
|
Total current tax
expense
|
4.0
|
3.0
|
|
Deferred tax
|
|
|
|
Deferred tax - current
year
|
7.8
|
14.9
|
|
Deferred tax - prior
year
|
(0.2)
|
(2.6)
|
|
Total deferred tax
expense
|
7.6
|
12.3
|
|
Total tax expense for the
year
|
11.6
|
15.3
|
(b) Reconciliation of tax
expense
The effective tax rate for the
year ended 31 December 2024 is 14.4% (2023: 17.8%). The effective
tax rate is different to the standard rate of corporation tax in
the UK of 25% (2023: 23.5%) primarily due to timing differences on
taxation of management fee income and investments. In addition,
there are tax losses carried forward in the UK due to certain forms
of income that are not subject to UK corporation tax, and in the US
due to tax deductible amortisation.
|
|
Group
|
|
|
2024
£ m
|
2023
£ m
|
|
Profit before tax
|
80.7
|
86.0
|
|
Tax on profit before taxation at
the standard rate of corporation tax in the UK of 25% (2023:
23.5%)
|
20.2
|
20.2
|
|
Non-taxable and non-deductible
items
|
(40.2)
|
11.4
|
|
Adjustments regarding management
fee income and investments
|
6.8
|
(16.2)
|
|
Effect of foreign tax
rates
|
(0.7)
|
(1.1)
|
|
Deferred tax not
recognised
|
25.5
|
3.8
|
|
Prior year adjustment
|
-
|
(2.8)
|
|
Total tax expense for the
year
|
11.6
|
15.3
|
(c) Tax on amounts recognised
directly in other comprehensive income
Tax on amounts recognised in other
comprehensive income relate to deferred tax timing differences on
foreign exchange forward contracts used for hedging
purposes.
|
|
Group
|
|
2024
£m
|
2023
£m
|
|
Tax on amounts recognised in other
comprehensive income
|
(3.3)
|
(2.2)
|
(d) Tax losses not
recognised
The Group has carried forward
losses of £544.0m (2023: £487.5m) as at 31 December 2024 on which a
deferred tax asset has not been recognised due to the uncertainty
of future taxable profit against which the asset can be
utilised.
The Group has a deferred tax asset
recognised of £53.1m (2023: £50.0m) and the Company has an asset of
nil (2023: nil) where it is probable that the tax losses will be
utilised against future profits.
See note 23 for further detail on
deferred tax assets recognised.
13 Earnings per share
Basic earnings per share is
calculated by dividing the profit for the year attributable to
ordinary equity holders of the parent by the weighted average
number of ordinary shares outstanding during the year.
Diluted earnings per share is
calculated by dividing the profit attributable to ordinary equity
holders of the parent by the weighted average number of ordinary
shares outstanding during the year plus the weighted average number
of ordinary shares that would be issued on conversion of all the
dilutive potential ordinary shares into ordinary shares.
These potential ordinary shares
include the units that may be ultimately converted into ordinary
shares as a result of the ECP transaction completed in August
2024.
The following table reflects the
income and share data used in the basic and diluted earnings per
share calculations:
|
|
Group
|
|
2024
|
2023
|
|
Earnings
|
|
|
|
Profit attributable to ordinary
equity holders of the parent (£m)
|
64.8
|
70.7
|
|
Number of shares
|
|
|
|
Weighted average number of
ordinary shares for purposes of basic earnings per share
(m)
|
805.1
|
808.5
|
|
Effect of dilutive potential
ordinary share conversion (m)
|
212.5
|
N/A
|
|
Number of ordinary shares for the
purposes of diluted earnings per share (m)
|
1,017.6
|
808.5
|
|
Basic earnings per share
(pence)
|
8.0
|
8.7
|
|
Diluted earnings per share
(pence)
|
6.4
|
N/A
|
|
Underlying profit attributable to
equity holders of the parent* (£m)
|
156.6
|
N/A
|
|
Underlying basic earnings per
share* (pence)
|
19.5
|
N/A
|
|
Underlying diluted earnings per
share* (pence)
|
15.5
|
N/A
|
|
*
|
These are not defined or
recognised under IFRS. The Supplementary Information: Alternative
performance measures (APMs) section sets out definitions of each of
the APMs and how they can be reconciled back to the condensed
consolidated financial statements.
|
The underlying profit after tax is
calculated by excluding exceptional items, adjusted items and the
amortisation of intangible assets from within profit after tax.
Further details are set out in APM section.
The number of ordinary shares
included in the calculation of earnings per share excludes shares
held by the Group itself. Further detail is included in note
24.
14 Property, plant and
equipment
|
|
Group
|
|
Right-of-use assets
£ m
|
Leasehold improvements
£ m
|
Computers, furniture and other
£ m
|
Total
£ m
|
|
Cost
|
|
|
|
|
|
As at 1 January 2024
|
71.9
|
30.2
|
12.0
|
114.1
|
|
Additions from acquired
subsidiaries
|
12.7
|
9.3
|
1.8
|
23.8
|
|
Other additions
|
2.0
|
1.5
|
1.4
|
4.9
|
|
Foreign exchange
|
0.6
|
0.4
|
0.1
|
1.1
|
|
Disposals
|
-
|
-
|
(1.0)
|
(1.0)
|
|
As at 31 December 2024
|
87.2
|
41.4
|
14.3
|
142.9
|
|
Accumulated
depreciation
|
|
|
|
|
|
As at 1 January 2024
|
(26.0)
|
(7.2)
|
(7.2)
|
(40.4)
|
|
Foreign exchange
|
-
|
(0.1)
|
-
|
(0.1)
|
|
Depreciation
|
(8.8)
|
(4.1)
|
(2.2)
|
(15.1)
|
|
Disposals
|
-
|
-
|
1.0
|
1.0
|
|
As at 31 December 2024
|
(34.8)
|
(11.4)
|
(8.4)
|
(54.6)
|
|
Carrying value at 31 December
2024
|
52.4
|
30.0
|
5.9
|
88.3
|
|
|
Group
|
|
Right-of-use assets
£ m
|
Leasehold improvements
£ m
|
Computers, furniture and other
£ m
|
Total
£ m
|
|
Cost
|
|
|
|
|
|
As at 1 January 2023
|
73.1
|
29.8
|
10.5
|
113.4
|
|
Foreign exchange
|
-
|
(0.2)
|
(0.1)
|
(0.3)
|
|
Additions
|
5.0
|
0.9
|
2.3
|
8.2
|
|
Disposals
|
(6.2)
|
(0.3)
|
(0.7)
|
(7.2)
|
|
As at 31 December 2023
|
71.9
|
30.2
|
12.0
|
114.1
|
|
Accumulated
depreciation
|
|
|
|
|
|
As at 1 January 2023
|
(17.6)
|
(4.2)
|
(6.1)
|
(27.9)
|
|
Foreign exchange
|
-
|
0.1
|
0.1
|
0.2
|
|
Depreciation
|
(9.6)
|
(3.4)
|
(1.9)
|
(14.9)
|
|
Disposals
|
1.2
|
0.3
|
0.7
|
2.2
|
|
As at 31 December 2023
|
(26.0)
|
(7.2)
|
(7.2)
|
(40.4)
|
|
Carrying value at 31 December
2023
|
45.9
|
23.0
|
4.8
|
73.7
|
The Company has no plant, property
or equipment at 31 December 2024 (2023: nil).
15 Goodwill and intangible
assets
|
|
Group
|
|
Goodwill
£ m
|
Intangible assets
- customer relationship
£ m
|
Intangible assets
- acquired carried interest
£ m
|
Total
£ m
|
|
Cost
|
|
|
|
|
|
As at 1 January 2024
|
105.1
|
21.2
|
-
|
126.3
|
|
Additions from acquired
subsidiaries
|
436.3
|
132.1
|
97.5
|
665.9
|
|
Foreign exchange
|
17.7
|
5.4
|
3.9
|
27.0
|
|
As at 31 December 2024
|
559.1
|
158.7
|
101.4
|
819.2
|
|
Accumulated amortisation and
impairment
|
|
|
|
|
|
As at 1 January 2024
|
-
|
(9.7)
|
-
|
(9.7)
|
|
Amortisation
|
-
|
(9.9)
|
(9.5)
|
(19.4)
|
|
Foreign exchange
|
-
|
(0.1)
|
(0.1)
|
(0.2)
|
|
As at 31 December 2024
|
-
|
(19.7)
|
(9.6)
|
(29.3)
|
|
Carrying value
|
|
|
|
|
|
As at 1 January 2024
|
105.1
|
11.5
|
-
|
116.6
|
|
As at 31 December 2024
|
559.1
|
139.0
|
91.8
|
789.9
|
|
|
Group
|
|
Goodwill
£ m
|
Intangible assets
£ m
|
Total
£ m
|
|
Cost
|
|
|
|
|
As at 1 January 2023
|
105.1
|
21.2
|
126.3
|
|
As at 31 December 2023
|
105.1
|
21.2
|
126.3
|
|
Accumulated amortisation and
impairment
|
|
|
|
|
As at 1 January 2023
|
-
|
(6.7)
|
(6.7)
|
|
Amortisation
|
-
|
(3.0)
|
(3.0)
|
|
As at 31 December 2023
|
-
|
(9.7)
|
(9.7)
|
|
Carrying value
|
|
|
|
|
As at 1 January 2023
|
105.1
|
14.5
|
119.6
|
|
As at 31 December 2023
|
105.1
|
11.5
|
116.6
|
(a) Impairment assessment of
goodwill
Goodwill is allocated to and
monitored by management at the level of the Group's two CGUs as set
out below:
|
CGU
|
Goodwill arose from
|
Carrying value of
goodwill
|
|
2024
£m
|
2023
£m
|
|
Credit
|
Acquisition of EQT
Credit
|
105.1
|
105.1
|
|
Infrastructure
|
Acquisition of ECP
|
454.0
|
-
|
|
Total goodwill as at 31
December
|
559.1
|
105.1
|
Annual goodwill impairment
test
Goodwill is tested for impairment
on an annual basis. For each CGU, the estimated recoverable amount
is higher than its carrying value (being the net book value as at
31 December 2024) and therefore no impairment was identified or
recognised.
The recoverable amount of each CGU
was determined based on value-in-use calculations. The value-in-use
calculations are based on, and most sensitive to, the following key
assumptions:
|
Assumption
|
Determination of assumption
|
|
Short and medium-term cash flows
(revenue and cost growth)
|
The cash flows are projected based
on the actual operating results and a five-year estimate from 2025
to 2029. Cash flows for the time thereafter are taken into
account by calculating a terminal value.
Operating profits are based on
management approved income, future fundraising, deployment of
capital and costs of the business, taking into account growth plans
for each business as well as past experience.
|
|
Long-term economic growth rates
(used to determine terminal values)
|
Cash flows beyond an initial
five-year period are extrapolated using estimated long-term growth
rates, which are based on external estimates of GDP and
inflation.
|
|
Pre-tax discount rates
|
Weighted average cost of capital
is determined using market risk free rates based on the yields of
government bonds that are most relevant to the operations of the
CGU, adjusted for country and operational risk and the cost of
borrowing for the Group.
|
Sensitivity analysis
The estimated value-in-use of each
CGU exceeds its carrying value. The table below shows the relative
changes in the main assumptions: profit margins, long-term growth
rate and pre-tax discount rates, in isolation, that could lead to
the value-in-use reducing to the carrying amount. Changes beyond
those amounts would have therefore led to an impairment loss being
recognised for the year ended 31 December 2024. The sensitivity
analysis presented is prepared on the basis that any change in each
key assumption would not have a consequential impact on other
assumptions used. Given the significant headroom noted, the Group
do not expect that a reasonably possible or foreseeable change in
the assumptions in isolation would lead to an impairment loss being
recognised.
|
|
Change required for value-in-use
to equal carrying amount
|
|
|
Credit
|
Infrastructure
|
|
Key assumptions
|
2024
|
2023
|
2024
|
2023
|
|
Reduction in profit margin
(%)
|
59.8%
|
50.8%
|
18.9%
|
N/A
|
|
Reduction in long-term growth
rates (percentage points)
|
1.0ppts
|
2.0ppts
|
1.0ppts
|
N/A
|
|
Increase in pre-tax discount rates
(percentage points)
|
23.1ppts
|
18.9ppts
|
7.0ppts
|
N/A
|
(b) Impairment of intangible
assets
Acquired intangible assets are
recognised on acquisition of a business. Intangible assets that
have a finite useful life are reviewed for impairment whenever
events or changes in circumstances indicate that the carrying
amount may not be recovered. Intangible assets are also reviewed
annually for indicators of impairment at each balance sheet date.
The material intangible assets are set out below:
|
|
Carrying value of acquired
intangible assets
|
Remaining amortisation
period
|
|
Acquired intangible
assets
|
2024
£m
|
2023
£m
|
2024
(Weighted avg. years)
|
2023
(Weighted avg. years)
|
|
Customer relationship - EQT
Credit
|
8.4
|
11.5
|
2.8
|
3.8
|
|
Customer relationship -
ECP
|
130.6
|
-
|
6.6
|
-
|
|
Acquired rights to future carried
interest - ECP
|
91.8
|
-
|
4.6
|
-
|
In assessing indication of
impairment of customer relationship intangible assets, management
uses indicators such as the profit margins of the credit or
infrastructure business, size of funds raised vs. plan, level of
reinvestment and attrition of investors in new funds and the
discount rate applied to the projections.
Key assumptions
|
|
Credit
|
Infrastructure
|
|
Key assumptions
|
2024
%
|
2023
%
|
2024
%
|
2023
%
|
|
Long-term growth rates
|
1.7%
|
1.4%
|
1.7%
|
-
|
|
Pre-tax discount rates
|
15.9%
|
16.1%
|
17.0%
|
-
|
Management uses quantitative
indicators such as fund performance metrics and qualitative
indicators such as macro economic conditions in assessing for
indicators of impairment of acquired carried interest intangible
assets.
No indicators of impairment were
identified in 2024.
The Company has no goodwill or
intangible assets.
16 Carried interest
receivable
The carried interest receivable
relates to revenue which has been recognised by the Group relating
to its share of fund profits through its holdings in relevant CIPs
or GP vehicles.
Revenue is only recognised to the
extent it is highly probable that the revenue recognised would not
result in significant revenue reversal of any accumulated revenue
recognised on the completion of a fund. The reversal risk is
mitigated through the application of discounts. If adjustments to
the carried interest receivable recognised in previous periods are
required, they are adjusted through revenue.
A sensitivity analysis is set out
in note 3 (b).
|
|
Group
|
|
|
2024
£ m
|
2023
£ m
|
|
Opening balance
|
67.3
|
42.0
|
|
Additions from acquired
subsidiaries
|
29.1
|
-
|
|
Income recognised in the
year
|
59.1
|
29.8
|
|
Foreign exchange movements
recognised as profit or loss
|
(0.3)
|
(0.4)
|
|
Foreign exchange movements
recognised as other comprehensive income
|
1.5
|
(0.1)
|
|
Receipts of carried
interest
|
(43.4)
|
(4.0)
|
|
Closing balance
|
113.3
|
67.3
|
The Company has no carried
interest receivable.
17 Financial assets
(a) Classification of financial
assets
The following tables analyse the
Group and Company's assets in accordance with the categories of
financial instruments as defined in IFRS 9 "Financial Instruments".
Assets which are not considered as financial assets, for example
prepayments and lease receivables, are also shown in the table in a
separate column in order to reconcile to the face of the
Consolidated Statement of Financial Position.
|
As at 31 December 2024
|
Group
|
|
Fair value through profit or
loss
£ m
|
Hedging derivatives
£ m
|
Financial assets at
amortised cost
£ m
|
Assets which are not
financial assets
£ m
|
Total
£ m
|
|
Fair value of fund
investments
|
765.6
|
-
|
-
|
-
|
765.6
|
|
Consolidated CLO assets
|
1,955.0
|
-
|
23.2
|
-
|
1,978.2
|
|
Trade and other
receivables
|
-
|
-
|
143.6
|
29.8
|
173.4
|
|
Derivative financial
instruments
|
-
|
26.4
|
-
|
-
|
26.4
|
|
Other investment
|
-
|
-
|
-
|
-
|
-
|
|
Cash and cash
equivalents
|
-
|
-
|
90.8
|
-
|
90.8
|
|
Consolidated CLO cash
|
-
|
-
|
69.0
|
-
|
69.0
|
|
Total
|
2,720.6
|
26.4
|
326.6
|
29.8
|
3,103.4
|
|
As at 31 December 2023
|
Group
|
|
Fair value through profit or
loss
£ m
|
Hedging derivatives
£ m
|
Financial assets at
amortised cost
£ m
|
Assets which are not
financial assets
£ m
|
Total
£ m
|
|
Fair value of fund
investments
|
301.4
|
-
|
-
|
-
|
301.4
|
|
Consolidated CLO assets
|
1,313.0
|
-
|
35.8
|
-
|
1,348.8
|
|
Trade and other
receivables
|
-
|
-
|
124.4
|
17.0
|
141.4
|
|
Derivative financial
instruments
|
-
|
6.2
|
-
|
-
|
6.2
|
|
Other investment
|
-
|
-
|
7.5
|
-
|
7.5
|
|
Cash and cash
equivalents
|
-
|
-
|
238.8
|
-
|
238.8
|
|
Consolidated CLO cash
|
-
|
-
|
76.0
|
-
|
76.0
|
|
Total
|
1,614.4
|
6.2
|
482.5
|
17.0
|
2,120.1
|
|
As at 31 December 2024
|
Company
|
|
Fair value through profit or
loss
£ m
|
Financial assets at
amortised cost
£ m
|
Assets which are not
financial assets
£ m
|
Total
£ m
|
|
Trade and other
receivables
|
-
|
39.2
|
-
|
39.2
|
|
Cash and cash
equivalents
|
-
|
0.7
|
-
|
0.7
|
|
Total
|
-
|
39.9
|
-
|
39.9
|
|
As at 31 December 2023
|
Company
|
|
Fair value through profit or
loss
£ m
|
Hedging derivatives
£ m
|
Financial assets at amortised
cost
£ m
|
Assets which are not
financial assets
£ m
|
Total
£ m
|
|
Trade and other
receivables
|
-
|
-
|
8.0
|
0.4
|
8.4
|
|
Cash and cash
equivalents
|
-
|
-
|
139.7
|
-
|
139.7
|
|
Derivative financial
instruments
|
-
|
3.9
|
-
|
-
|
3.9
|
|
Total
|
-
|
3.9
|
147.7
|
0.4
|
152.0
|
(b) Fair value of fund
investments
The investments primarily consist
of loans or commitments made in relation to Bridgepoint Europe VII,
VI and V, Bridgepoint Europe Portfolio IV, Bridgepoint Development
Capital IV and III, Bridgepoint Growth II, Bridgepoint Credit
Opportunities IV, and ECP IV, V and Calpine Continuation
funds.
The fund investments are measured
at fair value through profit or loss as the business model of each
vehicle is to manage the assets and to evaluate their performance
on a fair value basis.
|
|
Group
|
|
|
2024
£ m
|
2023
£ m
|
|
Opening balance
|
301.4
|
273.0
|
|
Additions from acquired
subsidiaries
|
108.7
|
-
|
|
Other additions
|
392.2
|
36.3
|
|
Change in fair value
|
24.0
|
18.5
|
|
Foreign exchange movements
recognised in profit or loss
|
(6.4)
|
(1.3)
|
|
Foreign exchange movements
recognised in other comprehensive income
|
(7.5)
|
(5.1)
|
|
Disposals
|
(46.8)
|
(20.0)
|
|
Closing balance
|
765.6
|
301.4
|
The Company has no investment in
funds at 31 December 2024 (2023: nil).
(c) Other investments
Other investments include, but are
not limited to, loans made to fund portfolio companies. Other
investments (with the exception of certain other investments
designated as fair value through profit or loss) that are held to
collect contractual cash flows and which contain contractual terms
that give rise on specified dates to cash flows that are solely
payments of principal and interest are measured at amortised
cost.
The Company has no other
investments at 31 December 2024 (2023: nil).
(d) CLO assets
The balance shown includes the
gross value of the assets held by CLO 1, CLO 3, CLO 4, CLO 5, CLO
6, CLO 7 and CLO 8 (2023: CLO 1, CLO 3, CLO 4, CLO 5 and CLO 6),
which are consolidated by the Group, but of which the Group only
holds the right and liabilities in relation to a small portion. The
CLO assets are primarily measured at fair value through profit or
loss as the business model of each vehicle is to manage the assets
and to evaluate their performance on a fair value basis.
|
|
Group
|
|
|
2024
£ m
|
2023
£ m
|
|
Consolidated CLO assets held by
the Group
|
2,047.2
|
1,424.8
|
|
Consolidated CLO assets
attributable to third-party investors
|
(1,929.5)
|
(1,343.7)
|
|
Group's exposure to consolidated
CLO assets
|
117.7
|
81.1
|
The Company has no investments in
CLO assets at 31 December 2024 (2023: nil).
(e) Derivative financial
assets
|
|
Group
|
|
|
2024
£ m
|
2023
£ m
|
|
Derivative financial
assets
|
|
|
|
Forward contracts
|
26.4
|
2.3
|
|
Foreign currency
options
|
-
|
3.9
|
|
Total derivative financial
assets
|
26.4
|
6.2
|
The derivative financial
instruments at 31 December 2024 relate to forward contracts that
are used to hedge foreign exchange risk (2023: forward contracts
and foreign exchange options). Further detail on the hedging
programme is set out in note 21 (b).
The Company does not have any
derivative financial assets (2023: £3.9m).
(f) Trade and other
receivables
|
|
Group
|
Company
|
|
|
2024
£ m
|
2023
£ m
|
2024
£ m
|
2023
£ m
|
|
Non-current
|
|
|
|
|
|
Prepayments
|
1.6
|
-
|
-
|
-
|
|
Deferred cost of
acquisition
|
10.3
|
1.7
|
-
|
-
|
|
Trade and other
receivables
|
22.0
|
21.5
|
-
|
-
|
|
|
33.9
|
23.2
|
-
|
-
|
|
Current
|
|
|
|
|
|
Trade receivables
|
25.6
|
17.5
|
-
|
4.7
|
|
Accrued income
|
19.7
|
20.6
|
-
|
-
|
|
Prepayments
|
9.8
|
8.2
|
-
|
-
|
|
Deferred cost of
acquisition
|
3.9
|
3.2
|
-
|
-
|
|
Other receivables
|
80.5
|
68.7
|
39.2
|
3.7
|
|
|
139.5
|
118.2
|
39.2
|
8.4
|
|
Total trade and other
receivables
|
173.4
|
141.4
|
39.2
|
8.4
|
There are no material differences
between the above amounts for trade and other receivables and their
fair value as these do not contain any significant financing
components.
i) Cost of acquisition
Total trade and other receivables
include the deferred cost of acquisition and consist of expenditure
in excess of the cap within the LPA and fees paid to placement
agents. Such costs are capitalised as current or non-current
prepayments and amortised between two and six years. The movement
in the capitalised costs of acquisition is set out in the following
table.
|
|
Group
|
|
|
2024
£ m
|
2023
£ m
|
|
Opening balance
|
4.9
|
2.8
|
|
Additions from acquired
subsidiaries
|
5.5
|
-
|
|
Other additions
|
11.6
|
4.0
|
|
Amortisation
|
(8.0)
|
(1.9)
|
|
Foreign exchange
|
0.2
|
-
|
|
Closing balance
|
14.2
|
4.9
|
ii) Other receivables
Other receivables primarily relate
to amounts to be invoiced to funds managed by the Group and their
portfolio companies in relation to costs incurred on their behalf.
Such costs include deal and fundraising expenditure. Amounts
receivable from the funds and from portfolio companies at 31
December 2024 were £20.3m (2023: £19.3m) and £7.5m (2023: £4.0m),
respectively.
iv) Lease receivables
£14.0m in non-current trade and
other receivables and £2.6m in current other receivables represent
lease receivables on sublet office premises. Two of the subleases
run until the end of the related head lease and expire on 31
December 2027. Another two sub leases sublease runs for 8 and 10
years respectively and expires in 2031. One sublease runs until the
end of the related head lease and expires May 2026. The
undiscounted cash flows for these lease receivables during the year
ended 31 December 2024 were £3.2m (2023: £2.5m). The finance income
earned on the subleases during the year ended 31 December 2024 was
£0.9m (2023: £0.7m).
The following table sets out the
maturity analysis of lease receivables, showing undiscounted lease
payments to be received after the reporting date.
|
|
Group
|
|
Lease receivables
|
2024
£ m
|
2023
£ m
|
|
Due within 1 year
|
3.8
|
3.1
|
|
Due between 1 and 2
years
|
3.7
|
3.6
|
|
Due between 2 and 3
years
|
3.6
|
3.6
|
|
Due between 3 and 4
years
|
2.0
|
3.6
|
|
Due between 4 and 5
years
|
2.5
|
2.0
|
|
Due after more than 5
years
|
3.5
|
6.0
|
|
Total undiscounted lease payments
receivables
|
19.1
|
21.9
|
|
Unearned finance income
|
(2.5)
|
(3.4)
|
|
Net investment in
leases
|
16.6
|
18.5
|
|
Current
|
2.6
|
2.2
|
|
Non-current
|
14.0
|
16.3
|
|
|
16.6
|
18.5
|
The Company has no lease
receivables at 31 December 2024 (2023: nil).
(g) Cash and deposits
|
|
Group
|
Company
|
|
|
2024
£ m
|
2023
£ m
|
2024
£ m
|
2023
£ m
|
|
Cash at bank and in
hand
|
73.7
|
67.0
|
0.7
|
4.7
|
|
Money market funds
|
16.3
|
170.9
|
-
|
135.0
|
|
Deposits with original maturities
of less than three months
|
0.8
|
0.9
|
-
|
-
|
|
Total cash and cash
equivalents
|
90.8
|
238.8
|
0.7
|
139.7
|
|
Consolidated CLO cash
|
69.0
|
76.0
|
-
|
-
|
|
Total cash and term
deposits
|
159.8
|
314.8
|
0.7
|
139.7
|
Consolidated CLO cash is cash held
by CLO vehicles consolidated by the Group and is not available for
the Group's operating activities.
There are no material differences
between the carrying amounts and fair values of cash and cash
equivalents, deposits with original maturities of less than three
months and consolidated CLO cash.
18 Financial
liabilities
(a) Classification of financial
liabilities
The following tables analyse the
Group and Company's financial liabilities in accordance with the
categories of financial instruments defined in IFRS 9. Liabilities
such as deferred income, long-term employee benefits, social
security and other taxes are excluded as they do not constitute a
financial liability and are shown in the table in a separate column
in order to reconcile to the face of the Consolidated Statement of
Financial Position.
|
As at 31 December 2024
|
Group
|
|
Fair value through profit or
loss
£ m
|
Hedging derivatives
£ m
|
Financial liabilities at amortised
cost
£ m
|
Liabilities which are not
financial liabilities
£ m
|
Total
£ m
|
|
Trade and other
payables
|
9.8
|
-
|
98.0
|
84.9
|
192.7
|
|
Other financial
liabilities
|
159.4
|
-
|
-
|
-
|
159.4
|
|
Lease liabilities
|
-
|
-
|
87.9
|
-
|
87.9
|
|
Borrowings
|
-
|
-
|
485.3
|
-
|
485.3
|
|
Derivative financial
instruments
|
-
|
4.2
|
-
|
-
|
4.2
|
|
Consolidated CLO
liabilities
|
1,696.2
|
-
|
20.6
|
-
|
1,716.8
|
|
Consolidated CLO purchases
awaiting settlement
|
-
|
-
|
212.7
|
-
|
212.7
|
|
Total
|
1,865.4
|
4.2
|
904.5
|
84.9
|
2,859.0
|
|
As at 31 December 2023
|
Group
|
|
Fair value through profit or
loss
£ m
|
Hedging derivatives
£ m
|
Financial liabilities at amortised
cost
£ m
|
Liabilities which are not
financial liabilities
£ m
|
Total
£ m
|
|
Trade and other
payables
|
-
|
-
|
47.6
|
98.0
|
145.6
|
|
Other financial
liabilities
|
50.1
|
-
|
-
|
-
|
50.1
|
|
Lease liabilities
|
-
|
-
|
81.6
|
-
|
81.6
|
|
Derivative financial
instruments
|
-
|
1.6
|
-
|
-
|
1.6
|
|
Consolidated CLO
liabilities
|
1,152.0
|
-
|
14.9
|
-
|
1,166.9
|
|
Consolidated CLO purchases
awaiting settlement
|
-
|
-
|
176.8
|
-
|
176.8
|
|
Total
|
1,202.1
|
1.6
|
320.9
|
98.0
|
1,622.6
|
|
|
Company
|
|
As at 31 December 2024
|
Fair value through profit or
loss
£ m
|
Hedging derivatives
£ m
|
Financial liabilities at amortised
cost
£ m
|
Liabilities which are not
financial liabilities
£ m
|
Total
£ m
|
|
Trade and other
payables
|
-
|
-
|
8.3
|
0.2
|
8.5
|
|
Total financial
liabilities
|
-
|
-
|
8.3
|
0.2
|
8.5
|
|
|
Company
|
|
(Restated)
As at 31 December 2023
|
Fair value through profit or
loss
£ m
|
Hedging derivatives
£ m
|
Financial liabilities at amortised
cost
£ m
|
Liabilities
which are not financial liabilities
£ m
|
Total
£ m
|
|
Trade and other
payables
|
-
|
-
|
121.3
|
19.5
|
140.8
|
|
Total financial
liabilities
|
-
|
-
|
121.3
|
19.5
|
140.8
|
(b) Trade and other
payables
|
|
Group
|
Company
|
|
|
2024
£ m
|
2023
£ m
|
2024
£ m
|
(Restated)
2023
£ m
|
|
Amounts due in more than one
year:
|
|
|
|
|
|
Management incentive
scheme
|
13.5
|
12.6
|
-
|
-
|
|
Deferred contingent consideration
payable
|
9.8
|
-
|
-
|
-
|
|
Other payables
|
8.6
|
-
|
-
|
-
|
|
Accrued expenses
|
3.7
|
0.5
|
-
|
-
|
|
|
35.6
|
13.1
|
-
|
-
|
|
Amounts due within one
year:
|
|
|
|
|
|
Trade payables
|
21.0
|
9.1
|
0.8
|
-
|
|
Accrued expenses
|
97.0
|
110.9
|
0.8
|
25.5
|
|
Amounts due to related
parties
|
-
|
-
|
-
|
115.1
|
|
Social security and other
taxes
|
2.9
|
2.9
|
-
|
-
|
|
Deferred income
|
7.8
|
-
|
-
|
-
|
|
Other payables
|
28.4
|
9.6
|
6.9
|
0.2
|
|
|
157.1
|
132.5
|
8.5
|
140.8
|
|
Total trade and other
payables
|
192.7
|
145.6
|
8.5
|
140.8
|
There are no material differences
between the above amounts for trade and other payables and their
fair value as these do not contain any significant financing
components.
i) Management incentive
scheme
In April 2021 a subsidiary of the
Company, Bridgepoint Credit Holdings Limited ("BCHL"), issued shares to certain
employees of the Group as part of a management incentive scheme.
The shares are subject to a put and call option, whereby the
participating employees have the option to sell and the Group has
the option to buy the shares in the future based upon a
pre-determined formula which considers the amount of funds raised
and the resulting management fees over a five-year period. The
scheme has been accounted for as an other long-term employment
benefit under IAS 19 as it is not linked to the value of the equity
of BCHL or equity instruments of other Group members, but is based
on the revenue generated by certain funds managed by the
Group.
In the year ended 31 December 2024
an expense of £1.2m and corresponding liability of the same amount
have been recognised based upon funds raised and expected
management fees which exceed the targets at that date. The expense
is treated as exceptional as it relates to a one-off incentive
award put in place following the EQT Credit transaction as a
one-off award.
ii) Deferred contingent
consideration payable (earn-out)
The deferred contingent
consideration payable arises from the ECP transaction. The amount
is calculated by reference to contracted management fees and the
implied share price of the Company which determines the payment.
Further details are set out in notes 4 and 20 (d).
iii) Accrued expenses
Accrued expenses include amounts
that have been incurred but not yet invoiced, and employee
bonuses.
iv) Deferred income
Deferred income include amounts
that have been received in relation to fund management activity for
services that have not been provided.
v) Other payables
Non-current other payables
represents deferred consideration be paid to the ECP vendors in
future years.
Current other payables include
interest payable on private placement borrowings and deferred
payments payable to the ECP vendors to be settled within a year.
They also include tax and other provisions.
vi) Trade payables
Current trade payables include
£13.0m (2023: nil) of trades entered into on behalf of CLOs that
remained unsettled at year end 2024.
(c) Borrowings
|
|
Group
|
|
Non-current:
|
2024
|
|
|
Principal
£m
|
Fixed interest
%
|
Maturity
date
|
|
ECP private placement
debt
|
|
|
|
|
Series A Notes
|
17.6
|
5.70
|
7 July 2027
|
|
Series B Notes
|
69.5
|
5.79
|
7 July 2029
|
|
Series C Notes
|
59.9
|
5.94
|
7 July 2032
|
|
Sub-total / weighted
coupon
|
147.0
|
5.84
|
|
|
New US private placement
debt
|
|
|
|
|
Series A Notes
|
39.9
|
6.18
|
7 June 2027
|
|
Series B Notes
|
103.8
|
6.20
|
6 June 2029
|
|
Series C Notes
|
139.7
|
6.31
|
6 June 2031
|
|
Series D Notes
|
59.9
|
6.46
|
6 June 2034
|
|
Sub-total / weighted
coupon
|
343.3
|
6.29
|
|
|
Borrowings at 31 December /
weighted coupon
|
490.3
|
6.16
|
|
|
Capitalised facility
costs
|
(5.0)
|
|
|
|
Total borrowings at 31 December /
weighted coupon
|
485.3
|
6.16
|
|
i) ECP private placement
debt
In July 2022, ECP completed the
issuance and sale of $225.0m (£186.2m) aggregate principal amount
private placement debt. Subsequent to the completion of the ECP
transaction, $184.0m (£146.9m) of the notes remain outstanding at
31 December 2024 after $41.0m (£31.5m) were redeemed at par at the
option of note holders on 19 September 2024.
Qualifying costs have been
capitalised and are amortised over the weighted average life of the
notes. Interest is payable semi-annually at the fixed stated
interest rates. The interest expense and debt issuance cost
amortisation from the period since acquisition totalled £4.1m. The
debt is unsecured and is held at amortised cost.
ii) New US private placement debt
($430m)
On 6 September 2024, the Group
completed the issuance and sale of $430.0m (£330.0m) aggregate
principal amount of Series A, B, C and D notes (collectively, the
USPP) following the completion of the ECP transaction on 20 August
2024. The USPP is held at amortised cost which the Group has
determined to approximate the fair value of these
liabilities.
iii) Borrowing facility
agreement
In 2023, the Group entered into a
borrowing facility agreement for £250m. At 31 December 2024, there
were no drawn amounts outstanding on this facility (2023:
nil).
The Group's borrowing facility and
US private placement notes are subject to covenants based on a
ratio of adjusted EBITDA to net finance charges and a
ratio of total net debt to adjusted EBITDA on a rolling annual
period. During the year the Group was fully compliant with banking
covenants.
The Company has no drawn
borrowings at 31 December 2024 (2023:
nil).
(d) Other financial
liabilities
|
|
Group
|
|
|
2024
£ m
|
2023
£ m
|
|
Liabilities held at fair value
through profit and loss:
|
|
|
|
CLO repurchase
agreements
|
27.5
|
28.5
|
|
Amount payable to third party
investors
|
110.6
|
-
|
|
Amount payable to related party
investors
|
21.3
|
21.6
|
|
Total
|
159.4
|
50.1
|
i) CLO repurchase
agreements
The Group has entered into an
arrangement to sell and repurchase interests in CLO 2 and CLO 3
which total £27.5m (2023: £28.5m). For CLO 2, the repurchase
liability is £12.2m (€14.7m) and will be repaid at face value as at
the scheduled repurchase date of 15 April 2035, unless an earlier
date is agreed as per the agreement. For CLO 3, the repurchase
liability is £15.3m (€18.5m) and will be repaid at face value as at
the scheduled repurchase date of 15 January 2036, unless an earlier
date is agreed as per the agreement. The interest payable over the
life of the repurchase is equal to any distributions received by
the relevant notes to which the repurchase agreement
relates.
ii) Amounts payable to third party
investors and related party investors
The Group consolidates a number of
limited partnerships through which some of the Group's investments
in funds are held. The Group's interest only constitutes a portion
of the total and therefore other financial liabilities include the
fair value of the amounts due to external parties, who are either
third party investors (non-Group subsidiaries or affiliates) or
related party investors (Group subsidiaries or affiliates), under
the limited partnership agreement. Due to the nature of this
agreement, being a contractually agreed profit share to third party
investors and related party investors, the Group recognises their
interest as a financial liability which is fair valued through
profit and loss at each reporting date.
iii) Company other financial
liabilities
The Company has no other financial
liabilities at 31 December 2024 (2023: nil).
(e) Consolidated CLO
liabilities
|
|
Group
|
|
|
2024
£ m
|
2023
£ m
|
|
Liabilities of CLOs consolidated
by the Group (non-current)
|
1,696.2
|
1,152.0
|
|
Liabilities of CLOs consolidated
by the Group (current)
|
20.6
|
14.9
|
|
Total
|
1,716.8
|
1,166.9
|
Non-current CLO liabilities are
designated as financial liabilities at fair value through profit
and loss.
Consolidated CLO liabilities
represent notes issued by CLOs which are consolidated by and have
been originated by the Group.
(f) Consolidated CLO purchases
awaiting settlement
|
|
Group
|
|
|
2024
£ m
|
2023
£ m
|
|
Consolidated CLO purchases
awaiting settlement
|
212.7
|
176.8
|
Amounts payable for purchases of
CLO assets awaiting settlement are recognised at the point at which
the CLO has a contractual obligation to exchange cash.
(g) Derivative financial
liabilities
|
|
Group
|
|
|
2024
£ m
|
2023
£ m
|
|
Derivative financial
liabilities:
|
|
|
|
Forward contracts
|
4.2
|
1.6
|
The derivative financial
instruments relate to forward contracts that are used to hedge
foreign exchange risk. Further detail on the Group's hedging
programme is set out in note 21 (b).
(h) Commitments
The Group's undrawn capital
commitments to the Group funds at year end are shown in the table
below excluding commitments due from third party investors, where
the structured vehicle is consolidated within the consolidated
financial statements. Capital commitments are called over time,
typically between one to five years following the entry into the
commitment. Capital commitments are not a financial liability, and
the Group does not have an obligation to pay cash until the capital
is called. Commitments may increase where distributions made by the
fund are recallable.
|
|
Group
|
|
|
2024
£ m
|
2023
£ m
|
|
Private equity funds
|
325.9
|
257.0
|
|
Infrastructure funds
|
35.8
|
-
|
|
Credit funds
|
20.5
|
30.3
|
|
Total committed capital
|
382.2
|
287.3
|
|
|
|
|
19 Lease liabilities
|
|
Group
|
|
|
2024
£ m
|
2023
£ m
|
|
Lease liabilities
|
|
|
|
Current
|
13.5
|
11.9
|
|
Non-current
|
74.4
|
69.7
|
|
Total
|
87.9
|
81.6
|
The lease liabilities relate to
rental payments in respect of the Group's rented offices. The lease
contracts range up to 10 years.
The lease contracts include either
inflationary increases to the rent payable or periodic review of
the rent payable. The liability has been determined at each period
end, based upon expected changes in the contractual rent payable,
as well as any planned exercise of any break or early
exit.
The lease liability is sensitive
to assumptions relating to the selection and application of the IBR
and those relating to the exercise or non-exercise of lease break
clauses.
The determination of the lease
term for each lease involves the Group assessing any extension and
termination options, the enforceability of such options, and
judging whether it is reasonably certain that they will be
exercised. A number of leases contain such clauses. The Group
periodically reassesses the lease term and this assessment is based
on all relevant facts and circumstances. Should a change occur, the
Group modifies the lease liability and associated right of use
asset to reflect the remaining expected cash flows.
For each lease, a conclusion was
reached on the overall likelihood of the option being exercised.
The potential future cash outflows relating to extension options
not included in the measurement of lease liabilities are nil (2023:
£3.3m).
The IBR has been determined by
combining the relevant reference risk free rate for each currency,
consideration of adjustments for country specific risks and
applying a financing spread observable to comparable companies. In
order to validate the reasonableness of the IBR, it has been
compared to the margin payable on the Group's revolving credit
facility, and was found to be comparable. If the IBR had been 1%
higher or lower, the impact on the lease liability would
be:
|
|
Group
|
|
|
2024
£ m
|
2023
£ m
|
|
Increase of 1%
|
(2.1)
|
(2.5)
|
|
Decrease of 1%
|
3.1
|
2.6
|
The lease payments are allocated
between principal and finance expense. The finance expense is
charged to the profit or loss over the lease period so as to
produce a constant periodic rate of interest on the remaining
balance of the liability.
The Consolidated Statement of
Profit or Loss includes the following amounts relating to the lease
liabilities:
|
|
Group
|
|
|
2024
£ m
|
2023
£ m
|
|
Interest on lease
liability
|
3.6
|
3.5
|
The Company has no lease
liabilities (2023: nil).
20 Fair value
measurement
(a) Fair value
hierarchy
Fair value is the price that would
be received to sell an asset or paid to transfer a liability in an
orderly transaction between market participants at the measurement
date in the principal, or in its absence, the most advantageous
market to which the Group has access to at that date. The fair
value of a liability reflects its non-performance risk.
The Group discloses fair values
using the following fair value hierarchy that reflects the
significance of the inputs used in making the
measurements:
|
•
|
Level 1: Quoted prices
(unadjusted) in active markets for identical assets or
liabilities;
|
|
•
|
Level 2: Inputs other than quoted
prices included within level 1 that are observable for assets or
liabilities, either directly (i.e. as prices) or indirectly (i.e.
derived from prices); and
|
|
•
|
Level 3: Inputs for assets or
liabilities that are not based on observable market data (i.e.
unobservable inputs).
|
The following table summarises the
valuation of the Group's financial assets and liabilities by fair
value hierarchy:
|
|
2024
|
2023
|
|
Group
|
Level 1
|
Level 2
|
Level 3
|
Total
|
Level 1
|
Level 2
|
Level 3
|
Total
|
|
Financial assets
|
|
|
|
|
|
|
|
|
|
Fair value of fund
investments
|
-
|
13.0
|
752.6
|
765.6
|
-
|
-
|
301.4
|
301.4
|
|
Consolidated CLO assets
|
-
|
1,955.0
|
-
|
1,955.0
|
-
|
1,313.0
|
-
|
1,313.0
|
|
Derivative financial
assets
|
-
|
26.4
|
-
|
26.4
|
-
|
6.2
|
-
|
6.2
|
|
Total
|
-
|
1,994.4
|
752.6
|
2,747.7
|
-
|
1,319.2
|
301.4
|
1,620.6
|
|
|
|
|
|
|
|
|
|
|
|
Financial Liabilities
|
|
|
|
|
|
|
|
|
|
Deferred contingent consideration
payable
|
-
|
-
|
9.8
|
9.8
|
-
|
-
|
-
|
-
|
|
Other financial
liabilities
|
-
|
-
|
159.4
|
159.4
|
-
|
-
|
50.1
|
50.1
|
|
Consolidated CLO
liabilities
|
-
|
-
|
1,696.2
|
1,696.2
|
-
|
-
|
1,152.0
|
1,152.0
|
|
Derivative financial
liabilities
|
-
|
4.2
|
-
|
4.2
|
-
|
1.6
|
-
|
1.6
|
|
Total
|
-
|
4.2
|
1,865.4
|
1,869.6
|
-
|
1.6
|
1,202.1
|
1,203.7
|
There have not been any transfers
between levels in the fair value hierarchy during the
year.
The following table summarises the
valuation of the Company's financial assets and liabilities by fair
value hierarchy:
|
|
2024
|
2023
|
|
Company
|
Level 1
|
Level 2
|
Level 3
|
Total
|
Level 1
|
Level 2
|
Level 3
|
Total
|
|
Financial assets
|
|
|
|
|
|
|
|
|
|
Derivative financial
assets
|
-
|
-
|
-
|
-
|
-
|
3.9
|
-
|
3.9
|
|
Total
|
-
|
-
|
-
|
-
|
-
|
3.9
|
-
|
3.9
|
|
|
|
|
|
|
|
|
|
|
|
Financial Liabilities
|
|
|
|
|
|
|
|
|
|
Derivative financial
liabilities
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
|
Total
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
(b) Reconciliation of level 3 fair
value measurements of financial assets
A reconciliation of level 3 fair
values for financial assets which primarily represent the Group's
interest in private equity, infrastructure and credit funds,
including the Group's investment in CLOs which are not
consolidated, is set out in the table below:
|
|
Group
|
|
Group
|
2024
£m
|
2023
£m
|
|
Level 3 financial assets at fair
value through profit or loss:
|
|
|
|
Opening balance
|
301.4
|
273.0
|
|
Additions from acquired
subsidiaries
|
108.7
|
-
|
|
Other additions
|
379.2
|
36.3
|
|
Change in fair value
|
24.0
|
18.5
|
|
Foreign exchange movements
recognised as profit or loss
|
(6.4)
|
(1.3)
|
|
Foreign exchange movements
recognised as other comprehensive income
|
(7.5)
|
(5.1)
|
|
Disposals
|
(46.8)
|
(20.0)
|
|
Transfer (to)/from level 1 or
2
|
-
|
-
|
|
Closing balance
|
752.6
|
301.4
|
The underlying assets in each fund
consist of portfolios of controlling or minority stakes, typically
in private companies and investments in their debt. Due to the
level of unobservable inputs within the determination of the
valuation of individual assets within each fund, and no observable
price for each investment, such investments are classified as level
3 financial assets under IFRS 13.
The Group holds investments with a
fair value of £765.6m (2023: £301.4m) as of 31 December 2024. These
consist of investments amounting to £752.6m (2023: £301.4m)
classified as Level 3, due to the use of unobservable inputs, and
other investments totalling £13.0m (2023: nil) classified as Level
2, as observable data other than quoted price are used.
A sensitivity analysis of a change
in the value of investments at fair value through profit or loss is
set out in note 20 (e).
(c) Reconciliation of level 3 fair
value measurements of financial liabilities
Financial liabilities classified
as level 3 under the fair value hierarchy consist of the deferred
contingent consideration, consolidated CLO liabilities and other
financial liabilities. The valuation of these liabilities is based
on unobservable market data and therefore classified as level
3.
The valuation methodology for
valuing the consolidated CLO liabilities is based upon internal
discounted cash flow models with unobservable market data inputs,
such as asset coupons, constant annual default rates, prepayment
rates, reinvestment rates, recovery rates and discount rates and
are therefore considered level 3 financial liabilities.
A reconciliation of level 3 fair
values for CLO liabilities at fair value through profit or loss is
set out in the table below.
|
|
Group
|
|
2024
£m
|
2023
£m
|
|
Movement in CLO liabilities at
fair value through profit or loss which are level 3:
|
|
|
|
Opening balance
|
1,152.0
|
597.5
|
|
Additions
|
616.3
|
582.5
|
|
Change in fair value
|
0.8
|
38.6
|
|
Foreign exchange movements
recognised as profit or loss
|
(52.9)
|
(14.0)
|
|
Foreign exchange movements
recognised as other comprehensive income
|
-
|
-
|
|
Disposals
|
(20.0)
|
(52.6)
|
|
Transfer (to)/from level 1 or
2
|
-
|
-
|
|
Closing balance
|
1,696.2
|
1,152.0
|
A reconciliation of level 3 fair
values for other financial liabilities at fair value through profit
or loss is set out in the table below.
|
|
Group
|
|
2024
£m
|
2023
£m
|
|
Movement in other financial
liabilities at fair value through profit or loss which are level
3:
|
|
|
|
Opening balance
|
21.6
|
21.4
|
|
Additions from acquired
subsidiaries
|
0.2
|
-
|
|
Additions
|
124.1
|
1.3
|
|
Change in fair value
|
(0.3)
|
0.5
|
|
Foreign exchange movements
recognised as profit or loss
|
-
|
(0.7)
|
|
Foreign exchange movements
recognised as other comprehensive income
|
(2.7)
|
-
|
|
Disposals
|
(11.0)
|
(0.9)
|
|
Transfer (to)/from level 1 or
2
|
-
|
-
|
|
Closing balance
|
131.9
|
21.6
|
A reconciliation is not provided
for CLO repurchase agreements and deferred contingent consideration
payable on the basis that the movements between 31 December 2024
and 31 December 2023 relate to remeasurement and
revaluation.
A sensitivity analysis of a change
in the value of CLO liabilities and other financial liabilities at
fair value through profit or loss is set out in note 20
(e).
The Company does not hold any
liabilities at fair value at 31 December 2024 (2023:
nil).
(d) Valuations
(i) Private equity fund
investments:
Different valuation methodologies
are used when valuing private equity fund investments:
|
Valuation Approach
|
|
|
Earnings
|
The Group primarily uses an
earnings approach for private equity fund investments where a set
of relevant listed companies and precedent transactions are
available. Earnings multiples are applied to the earnings of each
portfolio company to determine the enterprise value. The most
common measure of earnings is EBITDA. Earnings are adjusted for
non-recurring items and run-rate adjustments to arrive at
maintainable earnings. Earnings are usually obtained from portfolio
company management accounts or forecast/budgeted earnings, as
considered appropriate. When selecting earning multiples
consideration is given to:
· the
original transaction price/entry multiple;
· recent
transactions in the same or similar instruments;
· relevant
comparable listed company multiples; and
· exit
expectations and other company specific factors.
The resulting enterprise value is
then adjusted to take into account the capital structure of the
portfolio company, including any relevant assets or liabilities
such as cash or debt. The fund's share of the value is calculated
by calculating its holding.
|
(ii) Credit fund
investments:
Different valuation methodologies
are used when valuing credit fund investments.
|
Valuation Approach
|
|
|
Amortising to par
method
|
Where a performing loan has been
originated it is valued based upon its amortised cost. Provided
that there are no circumstances which indicate material
underperformance or inability of the borrower to pay interest or
repay the principal, the valuation of loans that have been
originated is determined by apportioning any arrangement fees,
similar fees or discount on a linear basis over the anticipated
holding period (which is typically three years).
|
|
Market price
|
Where a loan is traded in the
market, market prices can be obtained for use in pricing. Market
prices can be obtained from third-party market price aggregation
services or broker quotes where there is an active market. The
extent to which a market is active will depend on the 'depth' of
the pricing (being the number of distinct price quotations
available from different sources). Before the use of market
pricing, consideration is given to anomalies or other inaccuracies
in market pricing and whether there are other factors that should
be considered (for example, recent transactions).
|
|
Earnings
|
Where a loan may be impaired an
earnings basis is typically used to determine the enterprise value
of the borrower, following which a waterfall approach is used to
determine the value of the loan. Where there are circumstances
which indicate there is risk of non-performance of the borrower,
the enterprise value of the borrower will typically be determined
in accordance with an earnings methodology (as described above),
following which a waterfall approach is used to determine the value
of the loan.
|
|
Discounted cash flows
|
Where the Group holds an interest
in the note of a CLO, a discounted cash flow analysis is used to
determine the valuation. Inputs used in the discounted cash flow
analysis include discount rates and those used to project the
expected cash flows relating to the CLO's underlying asset
portfolio including annual loan default rates and associated
recovery rates, prepayment rates, reinvestment rates and
spreads.
|
|
Other approaches
|
Considering the broad array of
debt instruments that may be held by the funds, it may be deemed
appropriate for other valuation techniques to be utilised in
certain cases.
|
(iii) Infrastructure fund
investments:
|
Valuation Approach
|
|
|
Earnings
|
The Group uses an earnings
approach for infrastructure fund investments where a set of
relevant listed companies and relevant transactions
are available. Earnings multiples are applied to the earnings
of each portfolio company to determine the enterprise value. The
most common measure of earnings is EBITDA. Earnings are adjusted
for non-recurring items and run-rate adjustments to arrive at
maintainable earnings. Earnings are usually obtained from portfolio
company management accounts or forecast/budgeted earnings, as
considered appropriate. When selecting earnings multiples
consideration is given to:
· the
original transaction price/entry multiple;
· recent
transactions in the same or similar instruments;
· relevant
comparable listed company multiples or transaction multiples;
and
· exit
expectations and other company specific factors.
The resulting enterprise value is
then adjusted to take into account the capital structure of the
portfolio company, including any assets or liabilities such as cash
or debt that should be included. The fund's share of the value is
calculated by calculating its holding.
|
|
Discounted cash flows
|
Inputs used in the discounted cash
flow analysis include discount rates and those used to project the
expected cash flows relating to the infrastructure portfolio
company.
|
(iv) Consolidated CLO
assets
The consolidated CLO assets are
priced using market price where a loan is traded in the market and
market prices can be obtained for use in pricing. The inputs
include market price aggregation services or broker quotes where
there is an active market. The extent to which a market is active
depends upon the 'depth' of the pricing (being the number of
distinct price quotations available from different sources). Before
the use of market pricing, consideration is given to identify
anomalies or other inaccuracies in market pricing and whether there
are other factors that should be considered (for example, recent
transactions). As at 31 December 2024, 100% (2023: 100%) of the CLO
fund assets were priced using market prices and classified as Level
2.
(v) Consolidated CLO
liabilities
Where the Group is required to
consolidate the liabilities of a CLO, a net asset approach is used
where the value of the liabilities is driven by the value of the
consolidated loan asset portfolio and any residual cash, accrued
interest and expenses contained within the vehicle. The Group have
classified this financial liability as Level 3.
(vi) Deferred contingent
considerations
The Group uses discounted cash
flows to determine fair value of the deferred contingent
consideration which will be paid to ECP vendors in relation to the
acquisition of ECP. Inputs used in the calculation of the deferred
consideration include estimates of certain management fee revenue,
minimum and maximum thresholds, different performance scenarios for
ECP and probability-weightings, and a discount rate. The Group have
classified this financial liability as Level 3.
(vii) CLO repurchase
agreements
The Group is party to a sale and
repurchase agreement relating to CLOs; a discounted cash flow
analysis is used to determine the valuation. Unobservable inputs
used in the discounted cash flow approach include discount rates
and forecast cash flows relating to the CLO's underlying asset
portfolio, including assumptions for annual loan default rates and
associated recovery rates, prepayment rates, reinvestment rates and
spreads. The Group have classified this financial liability as
Level 3.
(viii) Other financial
liabilities
The Group has entered a limited
partnership agreement with related party and third party investors
to contractually share profits from those partnerships. The
liabilities are calculated using a percentage outlined within the
agreement multiplied by the profit from the partnerships.
The valuation is derived from underlying value of the
partnerships, which is based on the unobservable market data and
therefore they are therefore classified as Level 3.
Derivatives used for hedging,
which are fair valued, are classified as Level 2 fair values as the
inputs are observable.
Further details on estimation
uncertainty in the valuation of investments is set out in note 3
(b).
(e) Valuation inputs and
sensitivity analysis
The number of unique investments
represents the investments that the Group indirectly invests into
through its investments in private equity, infrastructure and
credit funds. The table below sets out information about
significant unobservable inputs used at 31 December 2024 in
measuring financial instruments categorised as level 3 in the fair
value hierarchy.
|
Description
|
Fair value at 31 December
2024 (£m)
|
|
Fair value
at 31 December 2023 (£m)
|
|
Number
of unique
investments
|
|
Valuation
technique
|
|
Significant
unobservable inputs
|
|
Range
|
|
Sensitivity
|
Effect on fair value at 31 December 2024
(£m)
|
|
Private equity fund
investments
|
581.4
|
|
260.9
|
|
80
|
|
Market
Approach
|
|
Earnings
multiple
|
|
3.4x
-27.5x
|
|
+10%
Earnings multiple
|
60.3
|
|
|
Revenue
multiple
|
|
4.0x -
27.5x
|
|
-10%
Earnings multiple
|
(61.9)
|
|
Infrastructure fund
investments
|
127.1
|
|
-
|
|
16
|
|
Market
Approach
|
|
Earnings
multiple
|
|
4.5x
-10.5x
|
|
Upside
case**
|
87.2
|
|
|
Cash flow
yield
|
|
8%
|
|
Downside
case**
|
(90.2)
|
|
|
Discounted Cash Flow
|
|
Discount
rate
|
|
8.3%
-22.8%
|
|
Upside
case**
|
7.1
|
|
|
Downside
case**
|
(3.6)
|
|
Credit fund investments
|
29.5
|
|
25.3
|
|
26
|
|
Market
Approach
|
|
Earnings
multiple
|
|
5.0x -
26.4x
|
|
+10%
Earnings multiple
|
0.2
|
|
|
Revenue
multiple
|
|
3.0x -
11.7x
|
|
-10%
Earnings multiple
|
(0.3)
|
|
|
479
|
|
Other
|
|
n/a
|
|
n/a
|
|
n/a
|
n/a
|
|
Group's investments in CLOs that
are not consolidated*
|
14.6
|
|
15.2
|
|
8
|
|
Discounted Cash Flow
|
|
Discount
rate
|
|
1.6%
-16.0%
|
|
Upside
case**
|
1.1
|
|
|
Default
rate
|
|
2.0%
|
|
|
Recovery
rate
|
|
35.0% -
65.0%
|
|
|
|
Prepayment rate
|
|
20.0%
|
|
Downside
case**
|
(0.9)
|
|
|
Reinvestment price
|
|
97.5% -
99.5%
|
|
|
Spread
|
|
3.75% -
8.0%
|
|
Total assets
|
752.6
|
|
301.4
|
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated CLO
liabilities*
|
1,696.2
|
|
1,152.0
|
|
47
|
|
Discounted Cash Flow
|
|
Discount
rate
|
|
1.6%
-16.0%
|
|
Upside
case**
|
102.9
|
|
|
Default
rate
|
|
2.0%
|
|
|
Recovery
rate
|
|
35.0% -
65.0%
|
|
|
|
Prepayment rate
|
|
20.0%
|
|
Downside
case**
|
(59.7)
|
|
|
Reinvestment price
|
|
97.5% -
99.5%
|
|
|
Spread
|
|
3.75% -
8.0%
|
|
CLO repurchase
agreements
|
27.5
|
|
28.5
|
|
11
|
|
Discounted Cash Flow
|
|
Discount
rate
|
|
1.6% -
9.3%
|
|
+10%
discount rate
|
0.4
|
|
|
-10%
discount rate
|
(0.3)
|
|
Deferred
contingent
consideration
|
9.8
|
|
-
|
|
n/a
|
|
Probability Weighted Expected Return
|
|
Discount
rate
|
|
10.3%
|
|
+1%
discount rate
-1%
discount rate
|
0.3
|
|
|
Scenario
probabilities
|
|
5.0% -
70.0%
|
|
(0.3)
|
|
Other financial
liabilities
|
131.9
|
|
21.6
|
|
n/a
|
|
Other
|
|
Net asset
value (NAV)
|
|
n/a
|
|
+10% of
NAV
|
13.2
|
|
|
-10% of
NAV
|
(13.2)
|
|
Total liabilities
|
1,865.4
|
|
1,202.1
|
|
|
|
|
|
|
|
|
|
|
|
|
*
|
The sensitivity analysis is
performed on the portfolio of notes of CLO vehicles that that the
Group has invested in, including £14.6m of investments in CLOs that
are not consolidated (2023: £15.2m) and £117.7m of investments in
CLOs that are consolidated (2023: £81.8m). The sensitivity analysis
for the investments in the notes of CLOs that are consolidated
impacts the value of the consolidated CLO liabilities (as these are
eliminated from the overall balance) and are accordingly disclosed
in this section of the table.
|
|
**
|
The upside case is based on the
key inputs used in the valuation model disclosed above, being
favourably adjusted from their base value by a factor of 10%. The
downside case adjusts these key inputs by a factor of 10% in the
opposite direction.
|
21 Financial risk
management
In its activities, the Group is
exposed to various financial risks: price and valuation risk,
market risk (including exposure to interest rates and foreign
currencies), liquidity risk and credit risk arising from financial
instruments. The Group's senior management is responsible for the
creation and management of an overall risk management policy in the
Group.
The Group Consolidated Statement
of Financial Position is made up predominately of investments into
private equity, infrastructure and credit funds, consolidated CLO
assets and liabilities, cash and cash equivalents, lease
liabilities, CLO purchases awaiting settlement and other financial
liabilities.
The assets of a private equity and
infrastructure fund are controlling or minority stakes, typically
in private companies, and debt in such companies. The assets
of credit funds and the consolidated CLO vehicles are loans to
private companies. The financial risks relating to such investments
inherently vary, based on the nature of the investments (equity or
debt), and recovery and returns from capital invested will depend
upon the financial health and prospects of each underlying investee
entity. As part of their construction, each fund is constructed as
a diversified portfolio of assets, diversified by number of assets,
industries and geographies.
Risk management policies are
established to identify and analyse the risks faced by the Group
and to set appropriate risk limits and controls. Policies are
reviewed on a regular basis to reflect changes in the market
conditions and the Group's activities. The Group, through its
training and management standards and procedures, aims to develop a
disciplined and constructive control environment in which all
employees understand their roles and obligations.
The Company Statement of Financial
Position is made up predominantly of investments in subsidiaries,
cash and cash equivalents, and derivative financial
instruments.
(a) Price and valuation
risk
Price and valuation risk is the
uncertainty about the difference between the reported value and the
price that could be obtained on exit or maturity of an asset or
liability. This principally relates to investments in funds, which
hold portfolios of private equity, infrastructure and debt
investments, investments held by consolidated CLOs, and notes
issued by consolidated CLOs.
This uncertainty arises due to the
use of unobservable inputs in the calculation of fair value, the
performance and financial health of portfolio companies and,
ultimately - in relation to investments in private equity - what a
third party may be willing to pay for the relevant business. There
is less uncertainty for investments in debt as the upside is capped
to the maximum of the principal and interest receipts, whereas
private equity investments have greater potential for larger
changes in their valuation as the upside is not capped.
The Group monitors the performance
of each investment closely. Portfolio monitoring is embedded and
maintains focus throughout the investment life of each
company. All investments are formally reviewed through dedicated
forums. The review process involves a rigorous assessment of a
company's financial performance, financial health (including
covenant coverage) and exit prospects. The Group values all
investments in line with the IPEV Guidelines at least twice a year,
and in most cases quarterly. Each investment undergoes the same
detailed valuation process, in accordance with the Group's
valuation policies. Completed valuations are presented and
discussed at the relevant valuation governance forum for approval.
Valuation methodologies together with the significant unobservable
inputs applied for the Group's financial assets and liabilities are
included in note 20 (e).
The Company has no significant
exposure to price and valuation risk.
(b) Foreign exchange
risk
Foreign exchange risk is the risk
of losses or other adverse effects resulting from a change in a
foreign exchange rate, or from other unfavourable changes in
relation to a foreign currency. The Group is primarily exposed to
two types of foreign exchange risk:
|
·
|
Transaction
risk: the adverse effect that foreign
exchange rate fluctuations can have on a completed transaction
prior to settlement. It is the exchange rate, or currency,
risk associated specifically with the time delay between entering
into a trade or contract and then settling it. As the majority of
the Group's income is denominated in euro or US dollars, this means
that its income when recognised in pounds sterling is subject
to exposure to foreign exchange rate movements over
time.
|
|
·
|
Translation
risk: the risk of adverse changes in the
rates at which assets, liabilities, income or costs in foreign
currencies are translated into the reporting currency. The Group
holds financial assets and liabilities denominated in currencies
other than pound sterling, the presentational currency of the
Group. Consequently, the Group is exposed to currency risk since
the value of financial assets and liabilities denominated in
other currencies will fluctuate due to change in exchange
rate.
|
The Group undertakes hedging where
foreign currency transactions give rise to a mismatch of the cash
flow of the underlying currency. For example, the Group's private
equity and credit businesses earn management fees predominately in
euros, but have a cost base predominately in pounds sterling giving
rise to mismatch. The Group also undertakes hedging where balance
sheet exposures in currencies could result in significant
volatility in earnings.
The Group does not currently hedge
the US dollar earnings of the ECP business on the basis that
management fee income and the cost base are both denominated in US
dollars, and there is a degree of natural hedge from the interest
payable on the Group's USPP borrowings which is denominated in US
dollars.
A summary of the foreign exchange
hedging undertaken by the Group for euro denominated management
fees, euro investments and US dollar liabilities is set out
below.
The Company has no significant
exposure to foreign currency risk.
Hedging of euro management
fees
In order to hedge euro denominated
management fee income, the Group has entered into a series of
forward trades and swap agreements to sell euro and buy pounds
sterling at various dates in the future to reduce the currency
exposure of euro denominated income to future spot rate volatility.
The level of hedging is determined with reference to the amount of
pounds sterling denominated costs and dividends. The level of
hedging provides for almost full coverage in 2024, and reducing in
2025 and 2026, which will be increased and extended as part of the
ongoing hedging strategy over time.
The nominal value of open trades
at the year end date to match certain expected future cash flows is
shown in the table below, along with the aggregate mark-to-market
of the year end date.
|
|
Group
|
|
2024
£ m
|
2023
£ m
|
|
Nominal value of forward trades
and swap agreements in pound sterling
|
534.0
|
362.7
|
|
Mark-to-market value at year
end
|
14.5
|
0.2
|
These hedges are in place to match
known future cash flows, and the Group has decided to use cash flow
hedge accounting as allowed and determined under IFRS 9.
The change in value that has been
recognised as ineffective in the Consolidated Statement of Profit
or Loss, the amount of the effective portion recognised within the
cash flow hedge reserve and amounts released to the Consolidated
Statement of Profit or Loss during the year are shown in the table
below. There was no hedge ineffectiveness.
|
|
Group
|
|
2024
£ m
|
2023
£ m
|
|
Ineffective portion recognised as
profit or loss
|
-
|
-
|
|
Effective portion recognised as
other comprehensive income
|
14.0
|
8.6
|
|
Reclassified to profit or loss
upon settlement of hedges
|
0.3
|
1.3
|
Hedge ineffectiveness could occur
if the amount of hedging is more than the amount of the euro
denominated income and timing differences between receipt of the
income and settlement of the hedge.
Hedging of euro
investments
In order to remove the risk of
volatility in the Group's earnings on the translation of
investments in funds and carried interest denominated in euros at
each year end, the Group has entered into a series of forward
trades and swap agreements to sell euro and buy pounds sterling at
various dates in the future that match the expected date of
receipts from the underlying funds.
These hedges are in place to match
expected future cash flows, and the Group has decided to use hedge
accounting as allowed and determined under IFRS 9. The hedge ratio
is tracked by comparing the nominal value of outstanding trades to
the Group's total exposure to fund investments and loans
denominated in a foreign currency.
The Group's exposure to euro
investments at each year end is summarised below, along with a
sensitivity of the impact of a 5% change in the foreign exchange
rate. This analysis excludes the consolidated CLO assets, which are
attributable to third-party investors.
|
|
Group
|
|
2024
|
2023
|
|
Euro denominated investments
(€m)
|
662.7
|
400.7
|
|
Investment hedges (€m)
|
(260.8)
|
(83.3)
|
|
EUR denominated investments, net
(€m)
|
401.9
|
317.4
|
|
+/- 5% sensitivity (£m) impact on
profit and net assets
|
16.6
|
13.7
|
The nominal value of open trades
at the year end date is shown in the table below, along with the
aggregate mark-to-market.
|
|
Group
|
|
2024
£ m
|
2023
£ m
|
|
Nominal value of forward trades
and swap agreements in pound sterling
|
282.8
|
74.7
|
|
Mark-to-market value at year
end
|
5.4
|
0.6
|
The profit or loss on the
revaluation of the hedging instrument is recognised together with
the investment returns in the Consolidated Statement of Profit or
Loss.
A change to foreign exchange rates
will impact the fair value of derivative contracts, however an
opposing movement will be seen in the hedged
item.
Hedging of US dollar
liability
As a consequence of USPP
borrowings and related inter-group lending arrangements, which are
denominated in US dollars, the Group has a risk of volatility in
the consolidated profit and loss account from revaluing the
liability into pounds sterling and a transaction risk in relation
to the ultimate repayment of the liability in US dollars should the
Group not generate sufficient US dollar cash flows when the
repayments are due.
The Group has therefore entered
into a series of forward trades and swap agreements to sell pounds
sterling and buy US dollars to match the net exposure to US
dollars.
The Group has decided to use hedge
accounting as allowed and determined under IFRS 9. The hedge ratio
is tracked by comparing the nominal value of outstanding trades to
the Group's total exposure to loans denominated in US
dollars.
The Group's exposure to US dollar
liabilities at each year end is summarised below, along with a
sensitivity of the impact of a 5% change in the foreign exchange
rate.
|
|
Group
|
|
2024
|
2023
|
|
US dollar borrowing
($m)
|
(281.1)
|
-
|
|
Investment hedges ($m)
|
195.5
|
-
|
|
Un-hedged US dollar liabilities,
net ($m)
|
(85.6)
|
-
|
|
+/- 5% sensitivity (£m) impact on
profit and net assets
|
(3.4)
|
-
|
The nominal value of open trades
at the year end date is shown in the table below, along with the
aggregate mark-to-market.
|
|
Group
|
|
2024
£ m
|
2023
£ m
|
|
Nominal value of forward trades
and swap agreements in pounds sterling
|
195.5
|
-
|
|
Mark-to-market value at year
end
|
2.3
|
-
|
The profit or loss on the
revaluation of the hedging instrument is recognised together with
the investment returns in the Consolidated Statement of Profit or
Loss.
A change to foreign exchange rates
will impact the fair value of derivative contracts, however an
opposing movement will be seen in the hedged item.
(c) Interest rate risk
The Group's income and operating
cash flows are substantially independent of changes in market
interest rates. The USPP is at a fixed rate of interest. The
amounts drawn under the Group's revolving credit agreements,
however, bear interest at a floating rate that could rise and
increase the Group's interest cost and debt, if drawn.
If interest rates were to change
by 1%, the Group's finance expense applied on the borrowings at
year end would have increased or (decreased) by the amounts set out
in the table below.
|
|
Group
|
|
2024
£ m
(+/-)
|
2023
£ m
(+/-)
|
|
Increase or decrease of
1%
|
5.0
|
-
|
The Company has no other
significant exposure to interest rate risk.
(d) Credit risk
Credit risk is the risk that a
counterparty is unable to meet their contractual obligations in
full when due. Potential areas of credit risk consist of cash and
cash equivalents, term deposits, including deposits with banks and
financial institutions, short-term receivables, lease receivables,
investments in the CLOs and derivative financial instruments. The
Company and the Group have not experienced any significant defaults
in prior periods.
Group exposure
The Group's exposure to credit
risk is influenced mainly by the individual characteristics of each
counterparty. Expected credit losses are calculated on all of the
Group's financial assets that are measured at amortised cost.
Factors considered in determining whether a default has taken place
include how many days past the due date a payment is, deterioration
in the credit quality of a counterparty, and knowledge of specific
events that could influence a counterparty's ability to
pay.
Expected credit losses are not
expected to be material and there are no financial assets that are
materially impaired.
Cash and cash
equivalents
The Group limits its exposure in
relation to cash and cash equivalents by only dealing with
well-established financial institutions of high-quality credit
standing. At each period end, the Group's cash and cash equivalents
were held with banks that were investment grade credit quality (BBB
or higher).
Investments in CLOs
The Group is required to hold a 5%
interest in such vehicles after they are launched under risk
retention rules. Each CLO portfolio typically invests in 70-100
individual loans issued by private equity borrowers. The portfolios
are highly diversified by geography, industry and sponsor. The
Group's maximum exposure to loss associated with its interest in
the CLOs is limited to the carrying amounts of the notes held by
the Group, which at 31 December 2024 was £99.5m (2023: £96.3m),
excluding the exposure of the non-controlling interest
investor.
At 31 December 2024, the Group
fully consolidated CLOs 1, 3, 4, 5, 6, 7 and 8 (2023: CLO 1, 3, 4,
5 and 6). The Group's interests in CLOs 1, 3, 4 and 5 comprise
interests in subordinated notes which incur the first loss if there
is any default within the portfolio of assets by an individual
borrower. Whilst the Group has entered into sale and repurchase
agreements for CLO 2 and CLO 3, it remains contractually exposed to
the performance of the CLO, however as the interest is held
vertically across all notes of the CLO, the holdings are more
diversified than the Group's interest in CLOs 1, 4, 5, 6 and
7. Under the sale and repurchase agreements, the Group is subject
to credit risk with the counterparty of £27.7m (2023: £29.0m),
however it is holding cash collateral of £27.7m (2023: £29.0m),
reducing the risk.
Investments in private equity,
credit and infrastructure funds
The Group's investments in private
equity, credit and infrastructure funds indirectly expose it to
credit risk via loans to investee entities. The maximum exposure to
loss associated with funds is limited to the carrying value at 31
December 2024 which was £634.3m (2023: £286.4m), excluding the
investments of third party investors.
Trade and other receivables
(including lease receivables)
Trade and other receivables are
primarily amounts due from funds or amounts due from portfolio
companies. The funds are managed by the Group on behalf of
investors, who have made commitments to the funds. Therefore, trade
and other receivables from the funds are collateralised against
unfunded investor commitments. These commitments can be drawn at
any time. The Group therefore considers the probability of default
to be remote. As such, the Directors consider the Group's credit
exposure to trade and other receivables to be low.
As a lessor the Group has exposure
to payments by lessees. The Group considers there to be a low risk
of default due to the credit quality of the
counterparties.
Carried interest
receivable
The Group's carried interest
receivable represents income expected from relevant CIPs or GPs.
The Group considers there to be a remote risk of default on
these receivables on the basis that these amounts are due from the
funds for reasons set out above (e.g. investor
commitments).
Company exposure
Potential areas of credit risk for
the Company consist of cash and cash equivalents, including
deposits with banks and financial institutions, derivative
instruments, term deposits and short-term receivables. The maximum
exposure to credit risk at the year end of these financial assets
is their carrying value. The Company seeks to reduce the credit
risk relating to cash balances by only dealing with
well-established financial institutions of high quality
standing.
(e) Liquidity risk
Liquidity risk is the risk that
the Group or Company will encounter difficulty in meeting the
obligations associated with its financial liabilities that are
settled by delivering cash or another financial asset. The Group's
approach to managing liquidity is to ensure, as far as possible,
that it will always have sufficient liquidity to meet its
liabilities when due, under both normal and stressed conditions,
without incurring unacceptable losses or risking damage to the
Group's reputation.
The liquidity outlook is monitored
at least monthly by management and
regularly reviewed by the Board.
The timing of the Group's
management fee receipts and operating expenditure are predictable.
The timing, amount and profits from the Group's investments, in and
from the funds, are inherently less predictable, however a
reasonable period of notice is given to all investors, including
the Group, ahead of drawing of funds.
The Group's policy is to maintain
sufficient amounts of cash and cash equivalents to meet its
commitments at a given date, including for acquisitions and
for refinancing maturing debt.
During 2024, the Group completed
the issuance of $430.0m of new private placement debt which was
used to refinance certain ECP debt following the ECP
transaction and to provide additional resources to deliver the
Group's strategic growth plans. The Group also has access to a
£250.0m undrawn revolving credit facility which it uses to manage
liquidity.
Due to the long-term nature of the
Group's assets, the Group seeks to ensure that the maturity of its
debt instruments are matched to free cash generated from the
business.
The Group's financing arrangements
and borrowings are subject to financial covenants. Further detail
is included in note 18 (c).
The Company has sufficient cash
reserves to assist in managing liquidity. The risk is not
considered to be material as the majority of the balances are
held with Group companies.
The tables below summarise the
Group and Company's financial liabilities by the time frame they
are contractually due to be settled, undiscounted and including
interest payable. This also excludes liabilities which are not
financial liabilities (for example, deferred income)
|
As at 31 December 2024
|
Group
|
|
Due within
1 year
£ m
|
Due between
1 and 2 years
£ m
|
Due within
2 and 5 years
£ m
|
Due more than
5 years
£ m
|
Total
£ m
|
|
Other financial
liabilities
|
-
|
21.3
|
-
|
138.1
|
159.4
|
|
Derivative financial
liabilities
|
3.6
|
0.2
|
0.4
|
-
|
4.2
|
|
Trade and other
payables
|
97.0
|
10.8
|
-
|
-
|
107.8
|
|
Borrowings
|
-
|
-
|
230.8
|
259.5
|
490.3
|
|
Lease liabilities
|
17.0
|
16.7
|
43.1
|
24.5
|
101.3
|
|
Consolidated CLO
liabilities
|
120.8
|
309.1
|
1,062.6
|
612.6
|
2,105.1
|
|
Consolidated CLO purchases
awaiting settlement
|
212.7
|
-
|
-
|
-
|
212.7
|
|
|
451.1
|
358.1
|
1,336.9
|
1,034.7
|
3,180.8
|
|
As at 31 December 2023
|
Group
|
|
Due within
1 year
£ m
|
Due between
1 and 2 years
£ m
|
Due within
2 and 5 years
£ m
|
Due more than
5 years
£ m
|
Total
£ m
|
|
Other financial
liabilities
|
-
|
21.6
|
-
|
29.0
|
50.6
|
|
Derivative financial
liabilities
|
1.2
|
0.4
|
-
|
-
|
1.6
|
|
Trade and other
payables
|
47.6
|
-
|
-
|
-
|
47.6
|
|
Lease liabilities
|
15.0
|
14.1
|
38.7
|
25.7
|
93.5
|
|
Consolidated CLO
liabilities
|
96.4
|
63.6
|
1,271.5
|
-
|
1,431.5
|
|
Consolidated CLO purchases
awaiting settlement
|
176.8
|
-
|
-
|
-
|
176.8
|
|
|
337.0
|
99.7
|
1,310.2
|
54.7
|
1,801.6
|
|
As at 31 December 2024
|
Company
|
|
Due within
1 year
£ m
|
Due between
1 and 2 years
£ m
|
Due within
2 and 5 years
£ m
|
Due more than
5 years
£ m
|
Total
£ m
|
|
Trade and other
payables
|
8.5
|
-
|
-
|
-
|
8.5
|
|
|
8.5
|
-
|
-
|
-
|
8.5
|
|
As at 31 December 2023
|
Company
|
|
Due within
1 year
£ m
|
Due between
1 and 2 years
£ m
|
Due within
2 and 5 years
£ m
|
Due more than
5 years
£ m
|
Total
£ m
|
|
Trade and other
payables
|
131.7
|
-
|
-
|
-
|
131.7
|
22 Capital management
The primary objective of the
Group's capital management is to ensure that the Company and its
subsidiaries have sufficient capital both now and in the future,
having considered risks in the business and mitigants to those
risks, while managing returns to the Group's shareholders. The
Group also manages its capital position to ensure compliance with
capital requirements imposed by the Financial Conduct Authority
("FCA") and other
regulatory authorities on individual regulated entities.
The Investment Firms Prudential
Regime ("IFPR") applies to
Markets in Financial Instruments Directive ("MiFID") investment firms, collective
portfolio management investment firms and regulated and unregulated
holding companies of groups that contain one or more of the
aforementioned firms. The Group and certain regulated subsidiaries
report to the FCA on own funds and liquid assets. The capital
structure comprises cash and cash equivalents, borrowings and the
capital and reserves of the Company. Capital and reserves comprise
share capital, share premium, capital contributions, other reserves
and retained earnings. These as set out below.
During the year the Group and the
Company were fully compliant with regulatory capital
requirements.
|
|
Group
|
|
|
2024
£ m
|
2023
£ m
|
|
Cash and cash equivalents (for use
within the Group)
|
90.8
|
238.8
|
|
Total cash and cash
equivalents
|
90.8
|
238.8
|
|
Share capital
|
0.1
|
0.1
|
|
Share premium
|
375.1
|
289.8
|
|
Capital redemption
reserve
|
0.0
|
0.0
|
|
Share-based payment
reserve
|
21.8
|
3.0
|
|
Cash flow hedge reserve
|
14.7
|
0.9
|
|
Foreign exchange option time value
reserve
|
-
|
0.1
|
|
Net exchange differences
reserve
|
16.6
|
8.6
|
|
Retained earnings
|
555.1
|
418.7
|
|
Equity attributable to owners of
the Company
|
983.4
|
721.2
|
|
Non-controlling
interests
|
207.8
|
-
|
|
Total equity
|
1,191.2
|
721.2
|
23 Deferred tax
|
|
Group
|
|
|
2024
£ m
|
2023
£ m
|
|
Deferred tax assets
|
76.5
|
74.6
|
|
Deferred tax
liabilities
|
(121.2)
|
(108.5)
|
|
Net deferred tax
liability
|
(44.7)
|
(33.9)
|
|
Deferred tax assets
|
Other timing
differences
|
Management fee hedges
|
Losses carried forward
|
Total
|
|
As at 31 December 2023
|
24.6
|
-
|
50.0
|
74.6
|
|
(Charge) to other comprehensive
income
|
-
|
-
|
-
|
-
|
|
Credit/(charge) to the
Consolidated Statement of Profit or Loss
|
(1.2)
|
-
|
3.1
|
1.9
|
|
As at 31 December 2024
|
23.4
|
-
|
53.1
|
76.5
|
|
Deferred tax
liabilities
|
Other timing
differences
|
Management fee hedges
|
Management fee income and
investments
|
Capital allowance
|
Total
|
|
As at 31 December 2023
|
(14.3)
|
(0.2)
|
(91.0)
|
(3.0)
|
(108.5)
|
|
(Charge) to other comprehensive
income
|
-
|
(3.3)
|
-
|
-
|
(3.3)
|
|
Credit/(charge) to the
Consolidated Statement of Profit or Loss
|
(4.5)
|
-
|
(6.5)
|
1.6
|
(9.4)
|
|
As at 31 December 2024
|
(18.8)
|
(3.5)
|
(97.5)
|
(1.4)
|
(121.2)
|
Deferred tax liabilities primarily
represent a future tax on the Group's management fee income and a
timing difference arising on the remeasurement of the fair value of
investments. They unwind as management fees become taxable and
investments are realised.
Deferred tax assets primarily
relate to tax losses carried forward, to the extent that they can
be utilised under relevant tax legislation.
Other timing differences primarily
relate to a deferred tax asset on lease liabilities of £20.8m
(2023: £20.4m) and a deferred tax liability on right-of-use assets
amounting to £16.6m (2022: £11.5m). These will unwind over the
period of the lease.
The Company has no deferred tax
assets or liabilities (2023: nil).
The deferred tax has been measured
using the applicable tax rate expected at the point at which the
income or cost will become taxable.
24 Equity
(a) Share capital and
premium
Allotted, called up and fully paid
shares
|
|
Company
|
|
|
2024
|
2023
|
|
|
No.
|
£
|
No.
|
£
|
|
Ordinary of £0.00005
each
|
823,930,986
|
41,197
|
794,637,730
|
39,732
|
|
Deferred of £81 each
|
500
|
40,500
|
500
|
40,500
|
|
Deferred of £1 each
|
1
|
1
|
1
|
1
|
|
Deferred of £0.01 each
|
1
|
0.01
|
1
|
0.01
|
|
Total
|
823,931,488
|
81,698
|
794,638,232
|
80,233
|
Share capital represents the
number of ordinary shares issued in the capital of the Company
multiplied by their nominal value of £0.00005 each. Share premium
substantially represents the aggregate of all amounts that have
ever been paid above nominal value to the Company when it has
issued ordinary shares.
The holders of the ordinary shares
have the right to receive notice of and to attend and vote at any
general meeting of the Company. The shares have one vote per
share on a resolution.
Each ordinary share is eligible
for ordinary course dividends and distributions on a liquidation,
and is generally entitled to participate in a return of
capital, in each case subject to the provisions set out in the
Articles of the Company.
Deferred shares have no rights
other than the right to receive their nominal value in a
liquidation after all other shares have received £1.0m per
share.
(b) Own shares
Own shares are recorded by the
Group when ordinary shares are acquired by the Company and they are
deducted from shareholders' equity. The Company held 171,096
ordinary shares and 501 deferred shares (2023: 171,096 ordinary
shares; 501 deferred shares) within retained earnings as at 31
December 2024 at a cost of nil (2023: nil).
(c) Other reserves
The following table provides a
breakdown of the reserves that are included in the Group and the
Company's other reserves.
|
|
Group
|
Company
|
|
|
2024
£ m
|
2023
£ m
|
2024
£ m
|
2023
£ m
|
|
Cash flow hedge reserve
|
14.7
|
0.9
|
-
|
-
|
|
Foreign exchange option time value
reserve
|
-
|
0.1
|
-
|
0.1
|
|
Net exchange differences
reserve
|
16.6
|
8.6
|
-
|
-
|
|
Share-based payment
reserve
|
21.8
|
3.0
|
25.3
|
2.9
|
|
Merger reserve
|
-
|
-
|
571.4
|
571.4
|
|
Capital redemption
reserve
|
0.0
|
0.0
|
-
|
-
|
|
Total
|
53.1
|
12.6
|
596.7
|
574.4
|
(i) Cash flow hedge
reserve
Hedge reserves consist of the cash
flow hedge reserve and the costs of hedging reserve reflecting
items such as the change in fair value related to forward points
basis adjustment. The cash flow hedge reserve is used to recognise
the effective portion of gains or losses on foreign exchange
forward contracts that are designated and qualify as cash flow
hedges, as described in note 21 (b).
(ii) Net exchange differences
reserve
Other comprehensive income
reported in the net exchange differences reserve comprises the net
foreign exchange gains and losses on the translation of
foreign operations.
(iii) Share-based payment
reserve
The share-based payment reserve
relates to the accumulated expense from the recognition of
equity-settled share-based payments to employees.
During the year, a £16.2m transfer
was made between share-based payment reserve and retained earnings
which related to the full vesting of the LTIP awards and
RSUs.
(iv) Merger reserve
The merger reserve relates to the
fair value of shares issued by the Company as part of the
restructuring ahead of the Company's IPO in 2021 at fair
value.
(vi) Capital redemption
reserve
On 2 October 2023, the Company
announced a buyback programme of up to £50.0m that commenced on 12
October 2023. This was on top of a programme of £50.0m which
concluded on 11 October 2023, and bought back 23.6m ordinary shares
for a consideration of £50.0m. As at 31 December 2024, a total
of 3.8m ordinary shares within the second buyback programme have
been bought back and cancelled for £0.1m.
During the financial year, the
Group had a total cash outflow of £9.8m (2023: £60.2m) relating to
share buybacks.
(d) Non-controlling
interests
Non-controlling interests arise
when the Group does not own all of a subsidiary, but the Group
retains control. Financial information for subsidiary entity
or group that have material non-controlling interests is provided
below:
|
|
Proportion of economic interest
held by non-controlling interests
|
Profit/(loss) allocated
to
non-controlling
interests
|
Carrying value of
non-controlling
interests
|
|
At 31 December
|
2024
%
|
2023
%
|
2024
£m
|
2023
£m
|
2024
£m
|
2023
£m
|
|
Bridgepoint OP LP
|
15.0%
|
-
|
4.0
|
-
|
175.0
|
-
|
|
Bridgepoint European CLO
Management I SCSp
|
31.8%
|
-
|
0.3
|
-
|
32.8
|
-
|
|
|
|
|
4.3
|
-
|
207.8
|
-
|
(i) ECP transaction
As described in note 4, the Group
completed the acquisition of ECP in 2024. In accordance with the
purchase and sale agreement, the ECP vendors received partnership
units which are economically equivalent to the Company's ordinary
shares and may be ultimately exchanged for the shares on a
one-for-one basis. On the acquisition date, the total number of
partnership units owned by the ECP vendors (other than the Group
and its affiliates) represented £200.2m or 18.0% of the total
shareholdings in Bridgepoint OP LP and it subsequently decreased to
15.0% at 31 December 2024 due to the conversion of a number of the
units into the Company shares.
The non-controlling interest on
the acquisition date was measured at its proportionate share of the
acquiree's net identifiable assets under IFRS 3 and goodwill is
valued at fair value on closing.
|
|
2024
|
|
Summarised financial information
attributable to non-controlling interests (ECP
transaction)
|
|
|
Profit for the year attributable
to non-controlling interests
|
4.3
|
|
Total comprehensive income for the
year attributable to non-controlling interests
|
7.4
|
|
Dividend equivalents paid to
non-controlling interests in the year
|
6.8
|
(ii) Disposal of interest in BCLO
Credit Investments I S.à r.l.
In November 2024 a subsidiary of
the Company, Bridgepoint Credit Holdings Limited
("BCHL"), entered
into a subscription agreement with Bridgepoint European CLO
Management I SCSp (the "Partnership") to subscribe for a
limited partnership interest in the Partnership. The limited
partnership interest was issued in consideration for the
contribution and transfer of BCHL's: (i) shares to the Partnership;
and (ii) the asset‑linked notes to the Partnership. At the same time, an external
investor also made a commitment to the Partnership, representing a
limited partnership interest of £32.5m or 31.8% with the residual
68.2% owned by the Group.
The transaction is viewed as a
partial disposal of a fully owned subsidiary without losing control
under IFRS 10. The transfer of the external investor's own
commitments and BCHL's asset-linked notes and share capital into
the Partnership resulted in the non-controlling interest in the
Partnership of 31.8%.
|
|
2024
|
|
Summarised financial information
attributable to non-controlling interests
|
|
|
Profit for the year attributable
to non-controlling interests
|
0.3
|
|
Total comprehensive income for the
year attributable to non-controlling interests
|
-
|
|
Dividends paid to non-controlling
interests in the year
|
-
|
|
|
|
25 Dividends and dividend
equivalents
The Company paid a final dividend
of 4.4 pence per share, which equated to £35.0m, in May 2024 in
respect of the second half of 2023.
An interim dividend of 4.6 pence
per share, which equated to £38.4m, was paid to shareholders in
September 2024 in respect of the first half of 2024. In addition,
£6.8m of dividend equivalents were paid to non-controlling interest
holders in September 2024 in respect of the first half of
2024.
The Directors have proposed a
final dividend of 4.6 pence per share, to be paid in May 2025 to
shareholders on the register as at 25 April 2025. This
equates to £38.6 million, based on the number of shares in issue at
31 December 2024, subject to the share buyback
programme, plus dividends equivalents paid to non-controlling
interests estimated to be £6.7m.
|
|
2024
|
2023
|
|
Ordinary dividends and dividend
equivalents
|
£ m
|
Pence per share
|
£ m
|
Pence per share
|
|
Proposed final dividends and
dividend equivalents
|
45.3
|
4.6
|
34.9
|
4.4
|
|
Interim dividends and dividend
equivalents
|
45.2
|
4.6
|
35.3
|
4.4
|
|
|
|
|
|
|
26 Cash flow
information
(a) Cash generated from
operations
|
|
Group
|
Company
|
|
|
2024
£ m
|
2023
£ m
|
2024
£ m
|
2023
£ m
|
|
Profit/(loss) before
tax
|
80.7
|
86.0
|
327.6
|
(34.6)
|
|
Adjustments for:
|
|
|
|
|
|
Dividend income
|
-
|
-
|
(136.3)
|
-
|
|
Share-based payments
(exceptional)
|
32.4
|
3.3
|
(41.1)
|
-
|
|
Share-based payments
(non-exceptional)
|
6.2
|
4.2
|
-
|
-
|
|
Loss on disposal of right-of-use
asset
|
-
|
1.2
|
-
|
-
|
|
Depreciation and amortisation
expense
|
36.2
|
17.5
|
-
|
-
|
|
Net other finance and other income
or expenses
|
17.0
|
(10.0)
|
(0.3)
|
(2.7)
|
|
Carried interest
|
(59.1)
|
(30.0)
|
-
|
-
|
|
Fair value remeasurement of
investments
|
(38.8)
|
(25.3)
|
-
|
-
|
|
Net foreign exchange
losses/(gains)
|
12.3
|
2.4
|
4.6
|
3.4
|
|
(Increase)/decrease in trade and
other receivables
|
(6.9)
|
(5.6)
|
(43.1)
|
117.3
|
|
Increase/(decrease) in trade and
other payables
|
(67.7)
|
56.0
|
(10.4)
|
23.8
|
|
Cash generated from
operations
|
12.3
|
99.7
|
101.0
|
107.2
|
(b) Cash outflows from
leases
|
|
Group
|
|
|
2024
£ m
|
2023
£ m
|
|
Financing
|
18.5
|
10.1
|
|
Operating
|
0.2
|
0.3
|
|
Cash outflows from
leases
|
18.7
|
10.4
|
The Company has no leases (2023:
nil).
(c) Reconciliation of liabilities
arising from financing activities
|
|
|
|
Group
|
|
|
|
|
1 January
2024
£ m
|
Cash flows
£ m
|
Net additions/(disposals)
£ m
|
Fair value movements
£ m
|
Foreign exchange movements
£ m
|
31 December 2024
£ m
|
|
Borrowings
|
-
|
325.1
|
146.9
|
-
|
13.4
|
485.4
|
|
Fair value of consolidated CLO
liabilities
|
1,152.0
|
-
|
596.3
|
0.8
|
(52.9)
|
1,696.2
|
|
Lease liabilities
|
81.6
|
(18.5)
|
24.8
|
-
|
-
|
87.9
|
|
Total
|
1,233.6
|
306.6
|
768.1
|
0.8
|
(39.5)
|
2,269.5
|
|
|
|
|
Group
|
|
|
|
|
1 January
2023
£ m
|
Cash flows
£ m
|
Net additions/(disposals)
£ m
|
Fair value movements
£ m
|
Foreign exchange movements
£ m
|
31 December 2023
£ m
|
|
Borrowings
|
-
|
-
|
-
|
-
|
-
|
-
|
|
Fair value of consolidated CLO
liabilities
|
597.5
|
-
|
529.9
|
38.6
|
(14.0)
|
1,152.0
|
|
Lease liabilities
|
83.2
|
(10.1)
|
8.5
|
-
|
-
|
81.6
|
|
Total
|
680.7
|
(10.1)
|
538.4
|
38.6
|
(14.0)
|
1,233.6
|
The Company has no borrowings or
lease liabilities (2023: nil).
27 Related party
transactions
a) Key management
compensation
The Executive Directors are
considered to represent the key management of the Group. The
compensation paid or payable to the key management is set out in
the table below.
|
|
Group
|
|
|
2024
£ m
|
2023
£ m
|
|
Salary, bonus and other
benefits
|
4.7
|
1.9
|
|
Total
|
4.7
|
1.9
|
Further information on the
remuneration of the Directors can be found in the Remuneration
Report.
(b) Directors'
emoluments
The Directors of the Company were
remunerated by the Group as set out below, including amounts
payable after they ceased to be Directors but continued to be
employed by the Group. The aggregate value of remuneration expenses
in relation to pensions and share based payments is less than
£0.5m.
|
|
Group
|
|
|
2024
£ m
|
2023
£ m
|
|
Salary, bonus and other
benefits
|
5.3
|
2.4
|
|
Total
|
5.3
|
2.4
|
(c) Transactions with
Directors
During 2024, a Director of the
Company was granted a conditional share award of 326,672 shares at
a value of £2.60 per share, with total value £850,000, vesting
on 1 April 2026.
In 2023, another Director was
granted a conditional share award of 114,953 shares at a value of
£2.17 per share, with total value £250,000, vesting on 31 March
2026.
(d) Carried interest
Fund investors expect certain
members of the Group's senior executive management to invest in
carried interest and co-investment in the Group's third-party
funds to demonstrate alignment of interest, and as such the
Executive Directors of the Company have made significant personal
commitments from their own resources to some of these third-party
funds. The funds and relevant CIPs or GPs (which are entitled to
the carry) are not consolidated by the Group but are related
parties. The returns (in the form of investment income and capital
appreciation) are fully dependent on the performance of the
relevant fund and its underlying investments.
The Executive Directors of the
Company at 31 December 2024 have committed amounts from their
personal resources across multiple funds totalling £7.2m (the
Executive Directors at 31 December 2023: £21.4m).
(e) Transactions with
funds
The funds are related parties of
the Group. Amounts received as fees from and reimbursement of
expenses paid on behalf of the funds during the year are shown in
the table below, along with the amounts receivable at year
end.
|
|
Group
|
|
|
2024
£ m
|
2023
£ m
|
|
Amounts received from
funds
|
311.0
|
298.2
|
|
Amounts paid on behalf of the
funds
|
31.8
|
28.4
|
|
Amounts receivable from
funds
|
20.3
|
41.2
|
|
|
|
|
28 Parent and ultimate controlling
party
The Company is owned by a number
of natural persons and corporate entities, none of whom own more
than 20% of the issued share capital of the Company. Accordingly,
there is no parent entity nor ultimate controlling
party.
29 Subsidiaries and interests in
other entities
The Group consists of the Company
and entities controlled by the Company. This note sets out those
subsidiary entities owned by the Company and that are consolidated,
those which are not, and those structured entities which are
consolidated in the financial statements.
|
|
Company
|
|
|
2024
£ m
|
2023
£ m
|
|
Balance as at 1 January
|
1,026.9
|
1,023.0
|
|
Increase in investment in
subsidiary and other Group affiliates
|
348.1
|
3.9
|
|
At 31 December
|
1,375.0
|
1,026.9
|
(a) List of
subsidiaries
The table below shows details of
subsidiaries owned directly or indirectly by the Company as at 31
December 2024 and its ownership interest in each entity. The
registered office of each subsidiary is referenced to a table below
the list of subsidiaries. All subsidiaries operate in the countries
where they are registered or incorporated and are stated in the
accounts at cost less, where appropriate, provision for
impairment.
|
Name of subsidiary
|
Ref
|
Country of incorporation
|
Principal activity
|
Share class
|
Company's proportion of ownership
interest
|
|
101 Investments (GP)
Limited
|
1
|
UK
|
General Partner
|
Ordinary shares
|
100%
|
|
Atlantic GP 1 Limited
|
1
|
UK
|
General Partner
|
Ordinary shares
|
100%
|
|
Atlantic GP 2 Limited
|
1
|
UK
|
General Partner
|
Ordinary shares
|
100%
|
|
Atlantic GP LLP
|
1
|
UK
|
General Partner
|
N/A
|
-
|
|
BBTPS GP Limited
|
1
|
UK
|
General Partner
|
Ordinary shares
|
100%
|
|
BBTPS FP GP Limited
|
2
|
UK
|
General Partner
|
Ordinary shares
|
100%
|
|
BBTPS Nominees Limited
|
1
|
UK
|
Nominee company
|
Ordinary shares
|
100%
|
|
BC II FP Limited
|
1
|
UK
|
Dormant entity
|
Ordinary shares
|
100%
|
|
BC II FP SGP Limited
|
2
|
UK
|
General Partner
|
Ordinary shares
|
100%
|
|
BC GP 1 Limited
|
1
|
UK
|
General Partner
|
Ordinary shares
|
100%
|
|
BC GP 2 Limited
|
1
|
UK
|
General Partner
|
Ordinary shares
|
100%
|
|
BC II GP LLP
|
2
|
UK
|
General Partner
|
N/A
|
-
|
|
BC II GP LP
|
2
|
UK
|
General Partner
|
N/A
|
-
|
|
BC II MLP Limited
|
1
|
UK
|
Managing Limited
Partner
|
Ordinary shares
|
100%
|
|
BC MLP UK Limited
|
1
|
UK
|
Managing Limited
Partner
|
Ordinary shares
|
100%
|
|
BC SMA Carry GP S.à
r.l.
|
3
|
Luxembourg
|
General Partner
|
Ordinary shares
|
100%
|
|
BC SMA II Carry GP LLP
|
2
|
UK
|
General Partner
|
N/A
|
-
|
|
BC SMA II FP Limited
|
1
|
UK
|
Limited Partner
|
Ordinary shares
|
100%
|
|
BCLO Credit Investments I S.à
r.l.
|
3
|
Luxembourg
|
CLO management company
|
Ordinary shares
|
100%
|
|
BCO II Carry GP LLP
|
2
|
UK
|
General Partner
|
N/A
|
-
|
|
BCO III Carry GP LLP
|
2
|
UK
|
General Partner
|
N/A
|
-
|
|
BCO IV Carry GP LLP
|
2
|
UK
|
General Partner
|
N/A
|
-
|
|
BCO IV LORAC Limited
|
1
|
UK
|
Dormant entity
|
Ordinary shares
|
100%
|
|
BCO V Carry GP LLP
|
1
|
UK
|
General Partner
|
N/A
|
-
|
|
BDC GP LP
|
2
|
UK
|
General Partner
|
N/A
|
-
|
|
BDC II (SGP) Limited
|
2
|
UK
|
General Partner
|
Ordinary shares
|
100%
|
|
BDC II FP GP Limited
|
2
|
UK
|
General Partner
|
Ordinary shares
|
100%
|
|
BDC II GP LP
|
2
|
UK
|
General Partner
|
N/A
|
-
|
|
BDC II Limited
|
1
|
UK
|
Limited Partner
|
Ordinary shares
|
100%
|
|
BDC II Nominees Limited
|
1
|
UK
|
Nominee company
|
Ordinary shares
|
100%
|
|
BDC III GP 1 Limited
|
1
|
UK
|
General Partner
|
Ordinary shares
|
100%
|
|
BDC III GP 2 Limited
|
1
|
UK
|
General Partner
|
Ordinary shares
|
100%
|
|
BDC III GP LLP
|
1
|
UK
|
General Partner
|
N/A
|
-
|
|
BDC III Limited
|
1
|
UK
|
Limited Partner
|
Ordinary shares
|
100%
|
|
BDC III Nominees
Limited
|
1
|
UK
|
Nominee company
|
Ordinary shares
|
100%
|
|
BDC III SFP GP Limited
|
2
|
UK
|
General Partner
|
Ordinary shares
|
100%
|
|
BDC IV Nominees Limited
|
1
|
UK
|
Nominee company
|
Ordinary shares
|
100%
|
|
BDC IV Limited
|
1
|
UK
|
Dormant entity
|
Ordinary shares
|
100%
|
|
|
BDC GP 1 Limited
|
1
|
UK
|
General Partner
|
Ordinary shares
|
100%
|
|
|
BDC IV GP 2 Limited
|
1
|
UK
|
General Partner
|
Ordinary shares
|
100%
|
|
|
BDC IV MLP Limited
|
1
|
UK
|
Managing Limited
Partner
|
Ordinary shares
|
100%
|
|
|
BDC IV Finance 1
Limited
|
1
|
UK
|
Limited Partner
|
Ordinary shares
|
100%
|
|
|
BDC IV Finance GP LLP
|
1
|
UK
|
General Partner
|
N/A
|
-
|
|
|
BDC IV GP LLP
|
2
|
UK
|
General Partner
|
N/A
|
-
|
|
|
BDC IV GP LP
|
2
|
UK
|
General Partner
|
N/A
|
-
|
|
|
BDC IV SFP GP Limited
|
2
|
UK
|
General Partner
|
Ordinary shares
|
100%
|
|
|
BDC V GP LLP
|
1
|
UK
|
General Partner
|
N/A
|
-
|
|
|
BDC V MLP Limited
|
1
|
UK
|
Managing Limited
Partner
|
Ordinary shares
|
100%
|
|
|
BDC V GP SCSp
|
3
|
Luxembourg
|
General Partner
|
N/A
|
-
|
|
|
BDC V GP 2 Limited
|
1
|
UK
|
General Partner
|
Ordinary shares
|
100%
|
|
|
BDC V SLP GP Limited
|
1
|
UK
|
General Partner
|
Ordinary shares
|
100%
|
|
|
BDC Special 1 Limited
|
2
|
UK
|
General Partner
|
Ordinary shares
|
100%
|
|
|
BDC Special 2 Limited
|
2
|
UK
|
General Partner
|
Ordinary shares
|
100%
|
|
|
BDC Special GP LLP
|
2
|
UK
|
General Partner
|
N/A
|
-
|
|
|
BDCP II (Nominees)
Limited
|
1
|
UK
|
Nominee company
|
Ordinary shares
|
100%
|
|
|
BDCP II GP 1 Limited
|
1
|
UK
|
General Partner
|
Ordinary shares
|
100%
|
|
|
BDCP II GP 2 Limited
|
1
|
UK
|
General Partner
|
Ordinary shares
|
100%
|
|
|
BDCP II GP LLP
|
2
|
UK
|
General Partner
|
N/A
|
-
|
|
|
BDCP II GP LP
|
2
|
UK
|
General Partner
|
N/A
|
-
|
|
|
BDCP II Limited
|
1
|
UK
|
Dormant entity
|
Ordinary shares
|
100%
|
|
|
BDCP II MLP Limited
|
1
|
UK
|
Managing Limited
Partner
|
Ordinary shares
|
100%
|
|
|
BDCP II SFP GP Limited
|
2
|
UK
|
General Partner
|
Ordinary shares
|
100%
|
|
|
BDL I Carry GP LLP
|
2
|
UK
|
General Partner
|
N/A
|
-
|
|
|
BDL II Carry GP S.à
r.l.
|
3
|
Luxembourg
|
General Partner
|
Ordinary shares
|
100%
|
|
|
BDL III Carry GP LLP
|
2
|
UK
|
General Partner
|
N/A
|
-
|
|
|
BDL III LORAC Limited
|
1
|
UK
|
Dormant entity
|
Ordinary shares
|
100%
|
|
|
BEP IV (Nominees)
Limited
|
1
|
UK
|
Nominee company
|
Ordinary shares
|
100%
|
|
|
BDL IV Carry GP LLP
|
2
|
UK
|
General Partner
|
N/A
|
-
|
|
|
BEP IV FP Limited
|
1
|
UK
|
Limited Partner
|
Ordinary shares
|
100%
|
|
|
BEP IV FP SGP Limited
|
2
|
UK
|
General Partner
|
Ordinary shares
|
100%
|
|
|
BEP IV GP 2 Limited
|
1
|
UK
|
General Partner
|
Ordinary shares
|
100%
|
|
|
BEP IV GP LLP
|
2
|
UK
|
General Partner
|
N/A
|
-
|
|
|
BEP IV GP LP
|
2
|
UK
|
General Partner
|
N/A
|
-
|
|
|
BEP IV MLP Limited
|
1
|
UK
|
Managing Limited
Partner
|
Ordinary shares
|
100%
|
|
|
BEV Germany GP Co
Limited
|
4
|
Guernsey
|
General Partner
|
Ordinary shares
|
100%
|
|
|
BEV FP Limited
|
1
|
UK
|
Limited Partner
|
Ordinary shares
|
100%
|
|
|
BEV GP LLP
|
1
|
UK
|
General Partner
|
N/A
|
-
|
|
|
BEV FP SGP Limited
|
2
|
UK
|
General Partner
|
Ordinary shares
|
100%
|
|
|
BEV GP 2 Limited
|
1
|
UK
|
General Partner
|
Ordinary shares
|
100%
|
|
|
BEV GPC Limited
|
1
|
UK
|
General Partner
|
Ordinary shares
|
100%
|
|
|
BEV MLP Limited
|
1
|
UK
|
Managing Limited
Partner
|
Ordinary shares
|
100%
|
|
|
BEV Nominees Limited
|
1
|
UK
|
Nominee company
|
Ordinary shares
|
100%
|
|
|
BEV Nominees II Limited
|
1
|
UK
|
Nominee company
|
Ordinary shares
|
100%
|
|
|
BE VI FP Limited
|
1
|
UK
|
Dormant entity
|
Ordinary shares
|
100%
|
|
|
BE VI FP SGP Limited
|
2
|
UK
|
General Partner
|
Ordinary shares
|
100%
|
|
|
BE VI GP 2 Limited
|
1
|
UK
|
General Partner
|
Ordinary shares
|
100%
|
|
|
BE VI GP LLP
|
2
|
UK
|
General Partner
|
N/A
|
-
|
|
|
BE VI GP LP
|
2
|
UK
|
General Partner
|
N/A
|
-
|
|
|
BE VI MLP Limited
|
1
|
UK
|
Managing Limited
Partner
|
Ordinary shares
|
100%
|
|
|
BE VI Nominees Limited
|
1
|
UK
|
Nominee company
|
Ordinary shares
|
100%
|
|
|
BE VI Nominees II
Limited
|
1
|
UK
|
Nominee company
|
Ordinary shares
|
100%
|
|
|
BE VI Bridge 1 Nominee
Limited
|
1
|
UK
|
Nominee company
|
Ordinary shares
|
100%
|
|
|
BE VI Bridge 2 Nominee
Limited
|
1
|
UK
|
Nominee company
|
Ordinary shares
|
100%
|
|
|
BE VI Bridge 3 Nominee
Limited
|
1
|
UK
|
Nominee company
|
Ordinary shares
|
100%
|
|
|
BE VII GP SCSp
|
3
|
Luxembourg
|
General Partner
|
N/A
|
-
|
|
|
BE VII Co-Investment (Feeder)
Partnership LP
|
2
|
UK
|
Limited Partner
|
N/A
|
-
|
|
|
BG II GP LLP
|
1
|
UK
|
General Partner
|
N/A
|
-
|
|
|
BG II Nominees Limited
|
1
|
UK
|
Nominee company
|
Ordinary shares
|
100%
|
|
|
Bridgepoint Advisers Singapore
Pte. Ltd
|
16
|
Singapore
|
Private equity advisory
company
|
Ordinary shares
|
100%
|
|
|
Bridgepoint AB
|
5
|
Sweden
|
Private equity advisory
company
|
Ordinary shares
|
100%
|
|
|
Bridgepoint Advantage
Limited
|
1
|
UK
|
Dormant entity
|
Ordinary shares
|
100%
|
|
|
Bridgepoint Advantage MLP
Limited
|
1
|
UK
|
Managing Limited
Partner
|
Ordinary shares
|
100%
|
|
|
Bridgepoint Advantage FP
Limited
|
1
|
UK
|
Dormant entity
|
Ordinary shares
|
100%
|
|
|
Bridgepoint Advantage FP SGP
Limited
|
2
|
UK
|
General Partner
|
Ordinary shares
|
100%
|
|
|
Bridgepoint Advantage GP 2
Limited
|
1
|
UK
|
General Partner
|
Ordinary shares
|
100%
|
|
|
Bridgepoint Advantage GP
LLP
|
2
|
UK
|
General Partner
|
N/A
|
-
|
|
|
Bridgepoint Advantage GP
LP
|
2
|
UK
|
General Partner
|
N/A
|
-
|
|
|
Bridgepoint Advantage Nominees
Limited
|
1
|
UK
|
Nominee company
|
Ordinary shares
|
100%
|
|
|
Bridgepoint Advisers Europe
Limited
|
1
|
UK
|
Private equity advisory
company
|
Ordinary shares
|
100%
|
|
|
Bridgepoint Advisers Group
Limited
|
1
|
UK
|
Investment holding
company
|
Ordinary shares
|
100%
|
|
|
Bridgepoint Advisers
Holdings
|
1
|
UK
|
Investment holding
company
|
Ordinary shares
|
100%
|
|
|
Bridgepoint Advisers II
Limited
|
1
|
UK
|
Private equity management
company
|
Ordinary shares
|
100%
|
|
|
Bridgepoint Advisers
Limited
|
1
|
UK
|
Private equity management
company
|
Ordinary shares
|
100%
|
|
|
Bridgepoint Advisers UK
Limited
|
1
|
UK
|
Private equity management
company
|
Ordinary shares
|
100%
|
|
|
Bridgepoint AIV Holdings
Corp.
|
14
|
United States
|
Dormant entity
|
Ordinary shares
|
100%
|
|
|
Bridgepoint Capital (Doolittle)
Limited
|
1
|
UK
|
Dormant entity
|
Ordinary shares
|
100%
|
|
|
Bridgepoint Capital (Nominees)
Limited
|
1
|
UK
|
Nominee company
|
Ordinary shares
|
100%
|
|
|
Bridgepoint Capital Directorships
Limited
|
1
|
UK
|
Dormant entity
|
Ordinary shares
|
100%
|
|
|
Bridgepoint Capital General
Partner LP
|
2
|
UK
|
General Partner
|
N/A
|
-
|
|
|
Bridgepoint Capital Group Limited
Employee Benefit Trust
|
1
|
UK
|
Employee Benefit Trust
|
N/A
|
-
|
|
|
Bridgepoint Capital Scottish GP
Limited
|
2
|
UK
|
General Partner
|
Ordinary shares
|
100%
|
|
|
Bridgepoint Capital Partners
Limited
|
1
|
UK
|
Dormant entity
|
Ordinary shares
|
100%
|
|
|
Bridgepoint Credit AD GP S.à
r.l.
|
3
|
Luxembourg
|
General Partner
|
Ordinary shares
|
100%
|
|
|
Bridgepoint Credit Advisers UK
Limited
|
1
|
UK
|
Credit fund advisory
company
|
Ordinary shares
|
100%
|
|
|
Bridgepoint Credit BOCPIF GP S.à
r.l.
|
3
|
Luxembourg
|
General Partner
|
Ordinary shares
|
100%
|
|
|
Bridgepoint Credit Carry
LP
|
2
|
UK
|
Investment holding
company
|
N/A
|
-
|
|
|
Bridgepoint Credit Carry GP
LLP
|
2
|
UK
|
General Partner
|
N/A
|
-
|
|
|
Bridgepoint Credit CLO GP S.à
r.l.
|
3
|
Luxembourg
|
General Partner
|
Ordinary shares
|
100%
|
|
|
Bridgepoint Credit Co-Invest GP
S.à r.l.
|
3
|
Luxembourg
|
General Partner
|
Ordinary shares
|
100%
|
|
|
Bridgepoint Credit Co-investment
(French) GP S.à r.l.
|
3
|
Luxembourg
|
General Partner
|
Ordinary shares
|
100%
|
|
|
Bridgepoint Credit Empire GP S.à
r.l.
|
3
|
Luxembourg
|
General Partner
|
Ordinary shares
|
100%
|
|
|
Bridgepoint Credit France
SAS
|
12
|
France
|
Credit fund management
company
|
Ordinary shares
|
100%
|
|
|
Bridgepoint Credit GP Verwaltungs
GmbH
|
13
|
Germany
|
General Partner
|
Ordinary shares
|
100%
|
|
|
Bridgepoint Credit Holdings
Limited
|
1
|
UK
|
Investment holding
company
|
Ordinary shares
|
100%
|
|
|
Bridgepoint Credit
Limited
|
1
|
UK
|
Credit fund management
company
|
Ordinary shares
|
100%
|
|
|
Bridgepoint Credit Management
Limited
|
1
|
UK
|
Credit fund management
company
|
Ordinary shares
|
100%
|
|
|
Bridgepoint Credit MSPD GP S.à
r.l.
|
3
|
Luxembourg
|
General Partner
|
Ordinary shares
|
100%
|
|
|
Bridgepoint Credit MPD GP S.à
r.l.
|
3
|
Luxembourg
|
General Partner
|
Ordinary shares
|
100%
|
|
|
Bridgepoint Credit Nominees
Limited
|
1
|
UK
|
Nominee company
|
Ordinary shares
|
100%
|
|
|
Bridgepoint Credit Opportunities
II GP Limited
|
2
|
UK
|
General Partner
|
Ordinary shares
|
100%
|
|
|
Bridgepoint Credit Opportunities
II GP LP
|
2
|
UK
|
General Partner
|
N/A
|
-
|
|
|
Bridgepoint Credit Opportunities
II GP GmbH & Co. KG
|
13
|
Germany
|
General Partner
|
N/A
|
-
|
|
|
Bridgepoint Credit Opportunities
III GP LP
|
2
|
UK
|
General Partner
|
N/A
|
-
|
|
|
Bridgepoint Credit Opportunities
III GP Limited
|
2
|
UK
|
General Partner
|
Ordinary shares
|
100%
|
|
|
Bridgepoint Credit Opportunities
IV GP S.à r.l.
|
3
|
Luxembourg
|
General Partner
|
Ordinary shares
|
100%
|
|
|
Bridgepoint Credit Opportunities V
GP S.à r.l.
|
3
|
Luxembourg
|
General Partner
|
Ordinary shares
|
100%
|
|
|
Bridgepoint Credit Opportunities
SICAV GP S.à r.l.
|
3
|
Luxembourg
|
General Partner
|
Ordinary shares
|
100%
|
|
|
Bridgepoint Credit Partners
Limited
|
1
|
UK
|
Dormant entity
|
Ordinary shares
|
100%
|
|
|
Bridgepoint Credit PPF GP S.à
r.l.
|
3
|
Luxembourg
|
General Partner
|
Ordinary shares
|
100%
|
|
|
Bridgepoint Credit PS GP S.à
r.l.
|
3
|
Luxembourg
|
General Partner
|
Ordinary shares
|
100%
|
|
|
Bridgepoint Credit Services S.à
r.l.
|
3
|
Luxembourg
|
Credit fund advisory
company
|
Ordinary shares
|
100%
|
|
|
Bridgepoint Debt Funding
Limited
|
1
|
UK
|
Dormant entity
|
Ordinary shares
|
100%
|
|
|
Bridgepoint Debt Management
Limited
|
1
|
UK
|
Financing entity
|
Ordinary shares
|
100%
|
|
|
Bridgepoint Debt Managers
Limited
|
1
|
UK
|
Dormant entity
|
Ordinary shares
|
100%
|
|
|
Bridgepoint Development Capital
Limited
|
1
|
UK
|
Dormant entity
|
Ordinary shares
|
100%
|
|
|
Bridgepoint Development Capital V
GP S.a r.l.
|
3
|
Luxembourg
|
General Partner
|
Ordinary shares
|
100%
|
|
|
Bridgepoint Development Capital V
Limited
|
1
|
UK
|
Limited Partner
|
Ordinary shares
|
100%
|
|
|
Bridgepoint Direct Lending II GP
S.à r.l.
|
3
|
Luxembourg
|
General Partner
|
Ordinary shares
|
100%
|
|
|
Bridgepoint Direct Lending III GP
S.à r.l.
|
3
|
Luxembourg
|
General Partner
|
Ordinary shares
|
100%
|
|
|
Bridgepoint Direct Lending IV GP
S.à r.l.
|
3
|
Luxembourg
|
General Partner
|
Ordinary shares
|
100%
|
|
|
Bridgepoint Europe (SGP)
Ltd
|
2
|
UK
|
General Partner
|
Ordinary shares
|
100%
|
|
|
Bridgepoint Europe III FP (GP)
Limited
|
2
|
UK
|
General Partner
|
Ordinary shares
|
100%
|
|
|
Bridgepoint Europe III (GP)
Limited
|
1
|
UK
|
General Partner
|
Ordinary shares
|
100%
|
|
|
Bridgepoint Europe III GP
LP
|
2
|
UK
|
General Partner
|
N/A
|
-
|
|
|
Bridgepoint Europe IV (Nominees) 1
Limited
|
1
|
UK
|
Nominee entity
|
Ordinary shares
|
100%
|
|
|
Bridgepoint Europe IV (Nominees)
Limited
|
1
|
UK
|
Nominee entity
|
Ordinary shares
|
100%
|
|
|
Bridgepoint Europe IV FP (GP)
Limited
|
2
|
UK
|
General Partner
|
Ordinary shares
|
100%
|
|
|
Bridgepoint Europe IV General
Partner L.P.
|
2
|
UK
|
General Partner
|
N/A
|
-
|
|
|
Bridgepoint Europe IV General
Partner 'F' L.P.
|
2
|
UK
|
General Partner
|
N/A
|
-
|
|
|
Bridgepoint Europe
Limited
|
1
|
UK
|
Limited Partner
|
Ordinary shares
|
100%
|
|
|
Bridgepoint Europe Managerial
LLP
|
1
|
UK
|
Limited Partner
|
N/A
|
-
|
|
|
Bridgepoint Europe V Finance 1
Limited
|
1
|
UK
|
Dormant entity
|
Ordinary shares
|
100%
|
|
|
Bridgepoint Europe V Finance GP
LLP
|
1
|
UK
|
Limited Partner
|
N/A
|
-
|
|
|
Bridgepoint Europe VI Bridge GP
LLP
|
1
|
UK
|
General Partner
|
N/A
|
-
|
|
|
Bridgepoint Europe VI Bridge 2 GP
LLP
|
1
|
UK
|
General Partner
|
N/A
|
-
|
|
|
Bridgepoint Europe VI Bridge 3 GP
LLP
|
1
|
UK
|
General Partner
|
N/A
|
-
|
|
|
Bridgepoint Europe VI Bridge
Holding GP LLP
|
1
|
UK
|
General Partner
|
N/A
|
-
|
|
|
Bridgepoint Europe VI Finance 1
Limited
|
1
|
UK
|
Dormant entity
|
Ordinary shares
|
100%
|
|
|
Bridgepoint Europe VI Finance GP
LLP
|
1
|
UK
|
General Partner
|
N/A
|
-
|
|
|
Bridgepoint Europe VII (GP) S.à
r.l.
|
3
|
Luxembourg
|
General Partner
|
Ordinary shares
|
100%
|
|
|
Bridgepoint Europe VII FP
Limited
|
1
|
UK
|
Limited Partner
|
Ordinary shares
|
100%
|
|
|
Bridgepoint Europe VII FP SGP
Limited
|
2
|
UK
|
Dormant entity
|
Ordinary shares
|
100%
|
|
|
Bridgepoint Europe VII GP 2
Limited
|
1
|
UK
|
General Partner
|
Ordinary shares
|
100%
|
|
|
Bridgepoint Europe VII GP
LLP
|
1
|
UK
|
General Partner
|
N/A
|
-
|
|
|
Bridgepoint Europe VII Nominees
Limited
|
1
|
UK
|
Nominee company
|
Ordinary shares
|
100%
|
|
|
Bridgepoint Europe VII MLP
Limited
|
1
|
UK
|
Managing Limited
Partner
|
Ordinary shares
|
100%
|
|
|
Bridgepoint European CLO
Management I SCSp
|
3
|
Luxembourg
|
Limited Partner
|
N/A
|
-
|
|
|
Bridgepoint Finance
Limited
|
1
|
UK
|
Financing entity
|
Ordinary shares
|
100%
|
|
|
Bridgepoint Fund Management S.à
r.l.
|
3
|
Luxembourg
|
Private equity management
company
|
Ordinary Shares
|
100%
|
|
|
Bridgepoint GmbH
|
6
|
Germany
|
Private equity advisory
company
|
Ordinary shares
|
100%
|
|
|
Bridgepoint GP2 LLP
|
2
|
UK
|
General Partner
|
N/A
|
-
|
|
|
Bridgepoint Growth I GP
LLP
|
1
|
UK
|
General Partner
|
N/A
|
-
|
|
|
BDC V Nominees Limited
|
1
|
UK
|
Nominee entity
|
Ordinary shares
|
100%
|
|
|
Bridgepoint Growth
Limited
|
1
|
UK
|
Dormant entity
|
Ordinary shares
|
100%
|
|
|
Bridgepoint Group Holdings
Limited
|
1
|
UK
|
Holding company
|
Ordinary shares
|
100%
|
|
|
Bridgepoint Growth Nominees
Limited
|
1
|
UK
|
Nominee company
|
Ordinary shares
|
100%
|
|
|
Bridgepoint Holdco 1
Limited
|
1
|
UK
|
Dormant entity
|
Ordinary shares
|
100%
|
|
|
Bridgepoint Holdings Group
Limited
|
1
|
UK
|
Dormant entity
|
Ordinary shares
|
100%
|
|
|
Bridgepoint Holdings
Limited
|
1
|
UK
|
Dormant entity
|
Ordinary shares
|
100%
|
|
|
Bridgepoint Infrastructure
Advisers Limited
|
1
|
UK
|
Dormant entity
|
Ordinary shares
|
100%
|
|
|
Bridgepoint Infrastructure
Development Limited
|
1
|
UK
|
Dormant entity
|
Ordinary shares
|
100%
|
|
|
Bridgepoint Infrastructure
Limited
|
1
|
UK
|
Dormant entity
|
Ordinary shares
|
100%
|
|
|
Bridgepoint Infrastructure GP
Limited
|
1
|
UK
|
General Partner
|
Ordinary shares
|
100%
|
|
|
Bridgepoint International
Limited
|
1
|
UK
|
Dormant entity
|
Ordinary shares
|
100%
|
|
|
Bridgepoint Investment Consultants
(Shanghai) Co Ltd
|
8
|
China
|
Private equity advisory
company
|
Ordinary shares
|
100%
|
|
|
Bridgepoint Loan Fund GP
S.à.r.l.
|
3
|
Luxembourg
|
General Partner
|
Ordinary shares
|
100%
|
|
|
Bridgepoint Netherlands
B.V.
|
9
|
Netherlands
|
Private equity advisory
company
|
Ordinary shares
|
100%
|
|
|
Bridgepoint OP GP
Limited
|
1
|
UK
|
General Partner
|
Ordinary shares
|
100%
|
|
|
Bridgepoint OP LP
|
1
|
UK
|
Investment holding
partnership
|
N/A
|
-
|
|
|
Bridgepoint Partners
Limited
|
1
|
UK
|
Dormant entity
|
Ordinary shares
|
100%
|
|
|
Bridgepoint PC SGP
Limited
|
2
|
UK
|
General Partner
|
Ordinary shares
|
100%
|
|
|
Bridgepoint SAS
|
7
|
France
|
Private equity advisory
company
|
Ordinary shares
|
100%
|
|
|
Bridgepoint Services France
SAS
|
12
|
France
|
Private equity advisory
company
|
Ordinary shares
|
100%
|
|
|
Bridgepoint Private Equity Group
Limited
|
1
|
UK
|
Dormant entity
|
Ordinary shares
|
100%
|
|
|
Bridgepoint Private Equity Growth
Fund Limited
|
1
|
UK
|
Dormant entity
|
Ordinary shares
|
100%
|
|
|
Bridgepoint Private Equity
Limited
|
1
|
UK
|
Dormant entity
|
Ordinary shares
|
100%
|
|
|
Bridgepoint Property Advisers
Limited
|
1
|
UK
|
Dormant entity
|
Ordinary shares
|
100%
|
|
|
Bridgepoint Property Development
Limited
|
1
|
UK
|
Dormant entity
|
Ordinary shares
|
100%
|
|
|
Bridgepoint Real Estate Advisers
Limited
|
1
|
UK
|
Dormant entity
|
Ordinary shares
|
100%
|
|
|
Bridgepoint Real Estate
Development Limited
|
1
|
UK
|
Dormant entity
|
Ordinary shares
|
100%
|
|
|
Bridgepoint Real Estate
Limited
|
1
|
UK
|
Dormant entity
|
Ordinary shares
|
100%
|
|
|
Bridgepoint Real
Limited
|
1
|
UK
|
Dormant entity
|
Ordinary shares
|
100%
|
|
|
Bridgepoint SA
|
10
|
Spain
|
Private equity advisory
company
|
Ordinary shares
|
100%
|
|
|
Bridgepoint Services
S.à.r.l.
|
3
|
Luxembourg
|
Private equity advisory
company
|
Ordinary shares
|
100%
|
|
|
Bridgepoint Sp Zoo (in
liquidation)
|
11
|
Poland
|
Private equity advisory
company
|
Ordinary shares
|
100%
|
|
|
Bridgepoint Sp Zoo sp.k (in
liquidation)
|
11
|
Poland
|
General Partner
|
N/A
|
-
|
|
|
Bridgepoint Structured Credit
Limited
|
1
|
UK
|
Dormant entity
|
Ordinary shares
|
100%
|
|
|
Bridgepoint UK Holdco
Limited
|
1
|
UK
|
Dormant entity
|
Ordinary shares
|
100%
|
|
|
Bridgepoint UK Midco
Limited
|
1
|
UK
|
Dormant entity
|
Ordinary shares
|
100%
|
|
|
Bridgepoint US Holdings
Limited
|
1
|
UK
|
Dormant entity
|
Ordinary shares
|
100%
|
|
|
Bridgepoint US Holdco
Limited
|
17
|
United States
|
Investment holding
company
|
Ordinary shares
|
100%
|
|
|
Bridgepoint US Holdco 2
Limited
|
17
|
United States
|
Investment holding
company
|
Ordinary shares
|
100%
|
|
|
Bridgepoint US Finance
Limited
|
1
|
UK
|
Financing entity
|
Ordinary shares
|
100%
|
|
|
Bridgepoint Ventures
Limited
|
1
|
UK
|
Dormant entity
|
Ordinary shares
|
100%
|
|
|
Bridgepoint, LLC
|
17
|
United States
|
Private equity advisory
company
|
Ordinary shares
|
100%
|
|
|
Burgundy GP LLP
|
1
|
UK
|
General Partner
|
N/A
|
-
|
|
|
Burgundy GP 2 Limited
|
1
|
UK
|
General Partner
|
Ordinary shares
|
100%
|
|
|
Energy Capital Partners Holdings,
LP
|
14
|
United States
|
Limited Partner
|
N/A
|
-
|
|
|
Energy Capital Partners
Management, LP
|
14
|
United States
|
Limited Partner
|
N/A
|
-
|
|
|
GeorgeTown (Nominees)
Limited
|
1
|
UK
|
Dormant entity
|
Ordinary shares
|
100%
|
|
|
Horninghaven Limited
|
1
|
UK
|
Dormant entity
|
Ordinary shares
|
100%
|
|
|
Horningway Limited
|
1
|
UK
|
General Partner
|
Ordinary shares
|
100%
|
|
|
HPE II GP LP
|
2
|
UK
|
General Partner
|
N/A
|
-
|
|
|
HPE SGP Limited
|
2
|
UK
|
General Partner
|
Ordinary shares
|
100%
|
|
|
LORAC 5 Limited
|
1
|
UK
|
Dormant entity
|
Ordinary shares
|
100%
|
|
|
LORAC 6 Limited
|
1
|
UK
|
Dormant entity
|
Ordinary shares
|
100%
|
|
|
LORAC BC Co-Investment
Limited
|
1
|
UK
|
Dormant entity
|
Ordinary shares
|
100%
|
|
|
LORAC BC II Limited
|
1
|
UK
|
Dormant entity
|
Ordinary shares
|
100%
|
|
|
LORAC BDC III Limited
|
1
|
UK
|
Dormant entity
|
Ordinary shares
|
100%
|
|
|
LORAC BDC IV Limited
|
1
|
UK
|
Dormant entity
|
Ordinary shares
|
100%
|
|
|
LORAC BDC Limited
|
1
|
UK
|
Dormant entity
|
Ordinary shares
|
100%
|
|
|
LORAC BDCP II Limited
|
1
|
UK
|
Dormant entity
|
Ordinary shares
|
100%
|
|
|
LORAC BEP IV Limited
|
1
|
UK
|
Dormant entity
|
Ordinary shares
|
100%
|
|
|
LORAC BE VI Co-investment
Limited
|
1
|
UK
|
Dormant entity
|
Ordinary shares
|
100%
|
|
|
LORAC BG I Limited
|
1
|
UK
|
Dormant entity
|
Ordinary shares
|
100%
|
|
|
LORAC Carry BC SMA II
Limited
|
1
|
UK
|
Investment holding
company
|
Ordinary shares
|
100%
|
|
|
LORAC Carry BCO IV
Limited
|
1
|
UK
|
Investment holding
company
|
Ordinary shares
|
100%
|
|
|
LORAC Carry BDL III
Limited
|
1
|
UK
|
Investment holding
company
|
Ordinary shares
|
100%
|
|
|
LORAC Carry BCO V
Limited
|
1
|
UK
|
Limited Partner
|
Ordinary shares
|
100%
|
|
|
LORAC Eagle Limited
|
1
|
UK
|
Dormant entity
|
Ordinary shares
|
100%
|
|
|
LORAC KITE Limited
|
1
|
UK
|
Dormant entity
|
Ordinary shares
|
100%
|
|
|
LORAC (1998) Limited
|
1
|
UK
|
Dormant entity
|
Ordinary shares
|
100%
|
|
|
LORAC 3 Limited
|
1
|
UK
|
Dormant entity
|
Ordinary shares
|
100%
|
|
LORAC 4 Limited
|
1
|
UK
|
Dormant entity
|
Ordinary shares
|
100%
|
|
LORAC 5991 Limited
|
1
|
UK
|
Dormant entity
|
Ordinary shares
|
100%
|
|
LORAC BBTPS Limited
|
1
|
UK
|
Dormant entity
|
Ordinary shares
|
100%
|
|
LORAC BE VII Co-Investment
Limited
|
1
|
UK
|
Dormant entity
|
Ordinary shares
|
100%
|
|
LORAC BE VII Limited
|
1
|
UK
|
Dormant entity
|
Ordinary shares
|
100%
|
|
LORAC BPC Limited
|
1
|
UK
|
Dormant entity
|
Ordinary shares
|
100%
|
|
LORAC Carry BDL IV
Limited
|
1
|
UK
|
Limited Partner
|
Ordinary shares
|
100%
|
|
LORAC ECP V Co-Investment
Limited
|
1
|
UK
|
Dormant entity
|
Ordinary shares
|
100%
|
|
New HPE II GP LP
|
2
|
UK
|
General Partner
|
N/A
|
-
|
|
Opal Investments LP
|
2
|
UK
|
Investment holding
partnership
|
N/A
|
-
|
|
PEPCO Services LLP
|
1
|
UK
|
Collective purchasing
negotiator
|
N/A
|
-
|
|
Ruby Investments (UK)
Limited
|
1
|
UK
|
Dormant entity
|
Ordinary shares
|
100%
|
|
Sapphire Investments (Guernsey)
Limited
|
4
|
Guernsey
|
Investment holding
company
|
Ordinary shares
|
100%
|
|
Throttle Nominees
Limited
|
1
|
UK
|
Nominee company
|
Ordinary shares
|
100%
|
|
Thompson Trustees
Limited
|
1
|
UK
|
Dormant entity
|
Ordinary shares
|
100%
|
|
Vigny Advisory
|
15
|
France
|
Dormant entity
|
Ordinary shares
|
100%
|
|
Vigny Participation
|
15
|
France
|
Dormant entity
|
Ordinary shares
|
100%
|
|
Vigny Holding
|
15
|
France
|
Dormant entity
|
Ordinary shares
|
100%
|
|
Wigeavenmore GP LLP
|
1
|
UK
|
General Partner
|
N/A
|
-
|
|
|
|
|
|
|
|
|
|
|
| |
|
Ref
|
Registered office
|
|
1
|
5 Marble Arch, London, W1H 7EJ,
United Kingdom
|
|
2
|
50 Lothian Road, Festival Square,
Edinburgh, EH3 9WJ, Scotland, United Kingdom
|
|
3
|
6B Rue du Fort Niedergrünewald,
Luxembourg, L-2226, Luxembourg
|
|
4
|
1 Royal Plaza, Royal Avenue, St
Peter Port, Guernsey, GY1 2HL, Guernsey
|
|
5
|
Mäster Samuelsgatan 1, S-111 44
Stockholm , Sweden
|
|
6
|
Nextower, Thurn-und-Taxis-Platz 6,
60313 Frankfurt, Germany
|
|
7
|
21 Avenue Kleber, 75116, Paris,
France
|
|
8
|
Unit 2103-05, ONE ICC, No 999
Middle Huaihai Road, Shanghai, Xuhui District, China
|
|
9
|
Paulus Potterstraat 22A, 1071 DA,
Amsterdam, Netherlands
|
|
10
|
Calle Rafael Calvo, 39A-4° - 28010
Madrid , Spain
|
|
11
|
ul. Rondo ONZ 1, 00-124, Warsaw,
Poland
|
|
12
|
21 rue La Pérouse, 75116, Paris,
France
|
|
13
|
C/O Steigmaier
Steuerberatungsgesellschaft mbH, Schleissheimer Str. 12, 85221,
Dachau, Germany
|
|
14
|
40 Beechwood Rd, Summit, NJ 07901,
USA
|
|
15
|
21 rue La Pérouse, 75017, Paris,
France
|
|
16
|
10 Anson Road, #22-02,
International Plaza, Singapore (079903)
|
|
17
|
251 Little Falls Drive, City of
Wilmington 19808, County of New Castle, USA
|
(b) Entities not
consolidated
The table below shows entities
that are indirect subsidiaries of the Company, but the Group does
not have the power to direct activities or rights to variable
returns from the entity and they are therefore not consolidated in
the financial information.
|
Name of subsidiary:
|
Ref
|
Country of
incorporation
|
Principal activity
|
Share class
|
Proportion of ownership
interest
|
|
Bridgepoint PE CI
Limited
|
1
|
UK
|
Investment holding
company
|
Ordinary shares
|
49.1%
|
|
Sapphire Sub II A
Limited*
|
4
|
Guernsey
|
Investment holding
company
|
Ordinary shares
|
100%
|
|
Sapphire Sub II B
Limited*
|
4
|
Guernsey
|
Investment holding
company
|
Ordinary shares
|
100%
|
|
Sapphire Sub III A
Limited*
|
4
|
Guernsey
|
Investment holding
company
|
Ordinary shares
|
100%
|
|
Sapphire Sub III B
Limited*
|
4
|
Guernsey
|
Investment holding
company
|
Ordinary shares
|
100%
|
|
Sapphire Sub III C
Limited*
|
4
|
Guernsey
|
Investment holding
company
|
Ordinary shares
|
100%
|
|
Sapphire Sub South
Limited*
|
4
|
Guernsey
|
Investment holding
company
|
Ordinary shares
|
25%
|
|
*
|
Entities are in
liquidation.
|
The profit or loss for the above
entities for the years ended 31 December 2024 and 2023 are not
material.
(c) Consolidated structured
entities
The table below shows details of
structured entities that the Group is deemed to control and are
consolidated within the financial statements for the periods
referenced.
|
Name of structured
entities:
|
Country of
incorporation
|
Group's proportion of
ownership interest
|
Nature of interest
|
Periods consolidated
|
|
BE VI (French) Co-Invest
LP
|
UK
|
86.2%
|
Limited partner
|
All periods
|
|
BDC IV (French) Co-Investment
LP
|
UK
|
51.9%
|
Limited partner
|
All periods
|
|
BE VII Co-Investment (Feeder)
Partnership LP
|
UK
|
50.0%
|
Limited partner
|
Year ended 31 December
2024
|
|
Bridgepoint CLO 1 DAC
|
Ireland
|
55.2%
|
Subordinated note in the residual
class
|
All periods
|
|
Bridgepoint CLO 3 DAC
|
Ireland
|
58.8%
|
Subordinated note in the residual
class
|
All periods
|
|
Bridgepoint CLO IV DAC
|
Ireland
|
74.9%
|
Subordinated note in the residual
class
|
All periods
|
|
Bridgepoint CLO V DAC
|
Ireland
|
66.3%
|
Subordinated note in the residual
class
|
All periods
|
|
Bridgepoint CLO VI DAC
|
Ireland
|
68.4%
|
Subordinated note in the residual
class
|
All periods
|
|
Bridgepoint CLO VII DAC
|
Ireland
|
64.6%
|
Subordinated note in the residual
class
|
Year ended 31 December
2024
|
|
Bridgepoint CLO VIII
DAC
|
Ireland
|
50.0%
|
Warehouse entity
|
Year
ended 31 December 2024
|
|
Opal Investments LP
|
UK
|
85.0%
|
Limited partner
|
All periods
|
|
Maple Tree VII LP
|
UK
|
21.7%*
|
Limited partner
|
All periods
|
|
*
|
A control assessment of Maple Tree
VII LP has been performed in accordance with the Group's accounting
policies and concluded that the Group has power and exposure to
variable returns in profit sharing. As a result, the Group
consolidates the vehicle. Under the limited partnership agreement,
third-party investors have the right to receive a minimum return on
drawn commitments, along with a share of residual profits from the
partnership.
|
(d) Associates
Where the Group holds investments
in funds, CIPs or GPs that give the Group significant influence,
but not control, through participation in financial and operating
policy decisions, the Group measures investments in associates at
fair value through profit or loss. Information about the Group's
associates measured at fair value is shown below. Where the Group
holds an interest that is greater than 20% the Group is considered
to have significant influence, but not control. These investments
are recorded as financial assets or carried interest receivable
within the Group Consolidated Statement of Financial
Position.
|
|
|
|
|
Proportion of ownership
interest/voting rights held by the Group
|
Income distributions
received from associate
|
|
Name of associates:
|
Ref
|
Country of
incorporation
|
Principal activity
|
2024
|
2023
|
2024
£ m
|
2023
£ m
|
|
Bridgepoint Growth I SFP
LP*
|
1
|
UK
|
Investment holding
vehicle
|
35.0%
|
35.0%
|
-
|
-
|
|
BDC III SFP LP*
|
1
|
UK
|
Investment holding
vehicle
|
25.0%
|
25.9%
|
39.0
|
-
|
|
BDC IV SFP LP*
|
1
|
UK
|
Investment holding
vehicle
|
35.0%
|
35.0%
|
-
|
-
|
|
BDCP II SFP LP*
|
1
|
UK
|
Investment holding
vehicle
|
20.0%
|
20.0%
|
-
|
-
|
|
Bridgepoint Europe IV FP
LP
|
1
|
UK
|
Investment holding
vehicle
|
28.1%
|
28.1%
|
-
|
-
|
|
BEP IV SFP LP*
|
1
|
UK
|
Investment holding
vehicle
|
31.8%
|
49.7%
|
2.1
|
1.9
|
|
BE VI SFP LP*
|
1
|
UK
|
Investment holding
vehicle
|
22.5%
|
5.0%
|
-
|
-
|
|
BCO IV SFP LP*
|
1
|
UK
|
Investment holding
vehicle
|
35.0%
|
35.0%
|
-
|
-
|
|
BDL Ill SFP LP*
|
1
|
UK
|
Investment holding
vehicle
|
35.0%
|
35.0%
|
|
-
|
|
BC SMA II SFP LP*
|
1
|
UK
|
Investment holding
vehicle
|
35.0%
|
35.0%
|
-
|
-
|
|
BE VI Co-Investment (Feeder)
Partnership LP
|
1
|
UK
|
Investment holding
vehicle
|
45.2%
|
45.2%
|
0.6
|
0.9
|
|
ECP GP IV, LP*
|
2
|
USA
|
Investment holding
vehicle
|
15.0%
|
-
|
0.4
|
-
|
|
ECP GP V, LP*
|
2
|
USA
|
Investment holding
vehicle
|
13.3%
|
-
|
1.8
|
-
|
|
ECP Calpine Fund GP LP*
|
2
|
USA
|
Investment holding
vehicle
|
12.4%
|
-
|
0.8
|
-
|
|
ECP Credit Solutions GP II
LP*
|
2
|
USA
|
Investment holding
vehicle
|
15.0%
|
-
|
-
|
-
|
|
ECP IV (Liberty Recycling
Co-invest), LP
|
2
|
USA
|
Investment holding
vehicle
|
50.0%
|
-
|
-
|
-
|
|
ECP FBO Energy Infra,
LLC*
|
2
|
USA
|
Investment holding
vehicle
|
15.0%
|
-
|
-
|
-
|
|
ECP Renewables GP, LP*
|
2
|
USA
|
Investment holding
vehicle
|
15.0%
|
-
|
-
|
-
|
|
ECP Energy Transition
Opportunities GP LP
|
2
|
USA
|
Investment holding
vehicle
|
50.0%
|
-
|
-
|
-
|
|
*
|
Only ownership interests relating
to carried interest are presented when a vehicle is also entitled
to co-investment income as the carried interest is expected to be
more valuable
|
|
|
|
|
|
|
|
|
| |
|
1.
|
The partnership's registered
address is 50 Lothian Road, Edinburgh, EH3 9WJ, UK
|
|
2.
|
The partnership or the company's
registered address is 40 Beechwood Rd, Summit, NJ 07901,
USA
|
(e) Subsidiaries not
audited
For the year ended 31 December
2024 the following UK subsidiaries were expected to be entitled to
exemption from audit under section 479A of the Companies Act 2006
relating to subsidiary companies:
|
101 Investments (GP)
Limited
|
BDC III GP 2 Limited
|
BDL I Carry GP LLP
|
Bridgepoint Europe Managerial
LLP
|
|
Atlantic GP 1 Limited
|
BDC III Limited
|
BDL III Carry GP LLP
|
Bridgepoint Credit Carry GP
LLP
|
|
Atlantic GP LLP
|
BDC III SFP GP Limited
|
BDL IV Carry GP LLP
|
Bridgepoint Europe III FP (GP)
Limited
|
|
BBTPS FP GP Limited
|
BDC IV MLP Limited
|
BE VI FP SGP Limited
|
Bridgepoint Europe IV FP (GP)
Limited
|
|
BC GP 2 Limited
|
BDC IV SFP GP Limited
|
BE VI GP 2 Limited
|
Bridgepoint Europe VII FP SGP
Limited
|
|
BC II FP SGP Limited
|
BDC V MLP Limited
|
BE VI MLP Limited
|
Bridgepoint Europe VII GP 2
Limited
|
|
BC MLP UK Limited
|
BDC V SLP GP Limited
|
BEP IV FP SGP Limited
|
Bridgepoint Europe VII MLP
Limited
|
|
BC SMA II Carry GP LLP
|
BDC V GP 2 Limited
|
BEP IV GP 2 Limited
|
Bridgepoint Private Equity Growth
Fund Limited
|
|
BC II MLP Limited
|
BDC Special 1 Limited
|
BEP IV MLP Limited
|
Burgundy GP LLP
|
|
BCO II Carry GP LLP
|
BDC Special 2 Limited
|
BEV FP SGP Limited
|
|
|
BCO III Carry GP LLP
|
BDC Special GP LLP
|
BEV MLP Limited
|
|
|
BCO IV Carry GP LLP
|
BDCP II GP 2 Limited
|
Bridgepoint PC SGP
Limited
|
|
|
BDC II FP GP Limited
|
BDCP II MLP Limited
|
|
|
|
BDC II Limited
|
BDCP II SFP GP Limited
|
|
|
|
|
|
|
|
30 Unconsolidated structured
entities
A structured entity is an entity
that has been designed so that voting or similar rights are not the
dominant factor in deciding who controls the entity, such as when
any voting rights relate to administrative tasks only and the
relevant activities are directed by means of contractual
arrangements.
The Group has determined that
where the Group holds an investment, loan, fee receivable,
commitment with an investment fund or CIP with a right to carried
interest, this represents an interest in a structured entity. Where
the Group does not hold an investment in the structured entity, the
Group has determined that the characteristics of control are not
met. As set out in note 3 (a), CIPs that currently have value are
those where the Group is exposed to variable returns of below 50%
with the main beneficiaries of the CIP being the other
participants.
The disclosure below includes CLO
2 for the years ended 31 December 2024 and 31 December 2023, which
is not consolidated in either year, as explained in note 3
(a).
The Group acts in accordance with
pre-determined parameters set out in various agreements and the
decision-making authority is well defined, including
third-party rights in respect of the investment manager. The
agreements include management fees that are commensurate with the
services provided and performance fee arrangements that are
industry standard. As such the Group is acting as agent on
behalf of these investors and therefore these entities are not
consolidated into the Group's financial statements.
The Group's interest in, and
exposure to, unconsolidated structured entities, including
outstanding management fees, is detailed in the table below and
recognised within trade and other receivables in the Consolidated
Statement of Financial Position. The carried interest receivable is
included within the Consolidated Statement of Financial
Position.
|
at 31 December
|
Value of the Group's
co-investments* at year end
£ m
|
Typical Group commitment to the
fund as
%
|
Total investor
commitments
£ bn
|
Net asset value of the funds at
year end
£ bn
|
Management fees recognised by the
Group
£ m
|
Typical management fee
range
%
|
Carried interest rate
%
(where applicable)
|
Typical Group share of carried
interest
%
|
Group accrued carried interest
receivable at year end
£ m
|
Group maximum exposure to loss at
year end
£ m
|
|
2024
|
|
|
|
|
|
|
|
|
|
|
|
Private equity funds
|
470.8
|
≈2%
|
31.9
|
18.2
|
238.8
|
0.75 to 2.00%
|
Generally up to 20% of profits
over threshold
|
Up to 35%
|
49.0
|
519.8
|
|
Credit funds
|
129.1
|
≈2%
|
7.2
|
4.4
|
61.3
|
0.50 to 1.75%
|
Generally up to 20% of profits
over threshold
|
Up to 35%
|
2.5
|
131.6
|
|
Infrastructure funds
|
140.6
|
≈3%
|
9.9
|
11.6
|
33.0
|
0.75 to 1.5%
|
Generally up to 20% of profits
over threshold
|
12-15%
|
61.8
|
202.4
|
|
|
740.5
|
|
49.0
|
34.2
|
333.1
|
|
|
|
113.3
|
853.8
|
|
*
|
Investments attributable to third
party investors are excluded.
|
|
at 31 December
|
Value of the Group's co-investments
at year end
£ m
|
Typical Group commitment to the
fund as
%
|
Total investor
commitments
£ bn
|
Net asset value of the funds at
year end
£ bn
|
Management fees received by the
Group
£ m
|
Typical management fee
range
%
|
Carried interest rate
%
(where applicable)
|
Typical Group share of carried
interest
%
|
Group accrued carried interest
receivable at year end
£ m
|
Group maximum exposure to loss at
year end
£ m
|
|
2023
|
|
|
|
|
|
|
|
|
|
|
|
Private equity funds
|
260.9
|
≈2%
|
28.9
|
16.7
|
205.0
|
0.75 to 2.00%
|
Generally up to 20% of profits
over threshold
|
Up to 35%
|
64.7
|
325.6
|
|
Credit funds
|
121.6
|
≈9%
|
6.9
|
4.4
|
56.5
|
0.50 to 1.75%
|
Generally up to 20% of profits
over threshold
|
Up to 35%
|
2.6
|
124.2
|
|
|
382.5
|
|
35.8
|
21.1
|
261.5
|
|
|
|
67.3
|
449.8
|
|
|
|
|
|
|
|
|
|
|
|
|
31 Events after the reporting
period
There have been no material
subsequent events since 31 December 2024.
Supplementary Information: Non-statutory Consolidated
Financial Statements
Statement of Profit or Loss, excluding P&L of third-party
CLOs and other investors
for the year ended 31
December
|
|
(Unaudited)
2024
£ m
|
(Unaudited)
2023
£ m
|
|
Management and other
fees
|
329.2
|
265.3
|
|
Carried interest
|
59.1
|
30.0
|
|
Fair value remeasurement of
investments
|
37.0
|
25.3
|
|
Other operating income
|
1.0
|
1.0
|
|
Total operating income
|
426.3
|
321.6
|
|
Personnel expenses
|
(214.6)
|
(132.5)
|
|
Other operating
expenses
|
(67.3)
|
(92.0)
|
|
EBITDA*
|
144.4
|
97.1
|
|
Depreciation and amortisation
expense
|
(36.2)
|
(18.7)
|
|
Finance and other
income
|
7.8
|
16.7
|
|
Finance and other
expenses
|
(37.1)
|
(9.1)
|
|
Profit before tax*
|
78.9
|
86.0
|
|
Tax
|
(11.6)
|
(15.3)
|
|
Profit after tax
|
67.3
|
70.7
|
|
|
|
|
|
Attributable to:
|
|
|
|
Equity holders of the
parent
|
63.3
|
70.7
|
|
Non-controlling
interests
|
4.0
|
-
|
|
|
67.3
|
70.7
|
|
|
|
|
|
|
Pence
|
Pence
|
|
Basic earnings per
share
|
7.9
|
8.7
|
|
Diluted earnings per
share
|
6.2
|
n/a
|
This unaudited non-statutory
consolidated statement of profit or loss applies all of the
measurement and recognition requirements of UK-adopted IAS and the
accounting policies of the Group, except for PRE attributable to
third-party investors that invests in a structured vehicle that is
consolidated by the Group under IFRS 10. Further details of these
adjustments are explained in supplementary information: alternative
performance measures (APMs).
Non-statutory Consolidated Statement of Financial Position,
excluding interests of third-party CLOs and other
investors
as at 31 December
|
|
(Unaudited)
2024
£ m
|
(Unaudited)
2023
£ m
|
|
Assets
|
|
|
|
Non-current assets
|
|
|
|
Property, plant and
equipment
|
88.3
|
73.7
|
|
Goodwill and intangible
assets
|
789.9
|
116.6
|
|
Carried interest
receivable
|
113.3
|
67.3
|
|
Fair value of fund
investments*
|
739.9
|
382.5
|
|
Trade and other
receivables
|
33.9
|
23.2
|
|
Total non-current
assets
|
1,765.3
|
663.3
|
|
Current assets
|
|
|
|
Trade and other
receivables
|
139.5
|
118.2
|
|
Derivative financial
assets
|
26.4
|
6.2
|
|
Other investments
|
-
|
7.5
|
|
Cash and cash
equivalents
|
90.8
|
238.8
|
|
Total current assets
|
256.7
|
370.7
|
|
Total assets
|
2,022.0
|
1,034.0
|
|
Liabilities
|
|
|
|
Non-current liabilities
|
|
|
|
Trade and other
payables
|
35.6
|
13.1
|
|
Other financial
liabilities
|
48.8
|
50.1
|
|
Lease liabilities
|
74.4
|
69.7
|
|
Borrowings
|
485.3
|
-
|
|
Deferred tax
liabilities
|
44.7
|
33.9
|
|
Total non-current
liabilities
|
688.8
|
166.8
|
|
Current liabilities
|
|
|
|
Trade and other
payables
|
157.1
|
132.5
|
|
Lease liabilities
|
13.5
|
11.9
|
|
Derivative financial
liabilities
|
4.2
|
1.6
|
|
Total current
liabilities
|
174.8
|
146.0
|
|
Total liabilities
|
863.6
|
312.8
|
|
Net assets
|
1,158.4
|
721.2
|
|
Equity
|
|
|
|
Share capital
|
0.1
|
0.1
|
|
Share premium
|
375.1
|
289.8
|
|
Other reserves
|
53.1
|
12.6
|
|
Retained earnings
|
555.1
|
418.7
|
|
Equity attributable to owners of
the parent
|
983.4
|
721.2
|
|
Non-controlling
interests
|
175.0
|
-
|
|
Total equity
|
1,158.4
|
721.2
|
|
*
|
The fair value of fund investments
includes the Group's own exposures in consolidated CLOs 1, 3, 4, 5,
6, 7 and 8 of £117.7m (2023: CLOs 1, 3, 4, 5 and 6 of £81.1m)
as at 31 December 2024.
|
This unaudited non-statutory
consolidated statement of financial position applies all of the
measurement and recognition requirements of IFRS and the accounting
policies of the Group, except for the requirement to consolidate
CLOs and structured vehicles through which third party investors
have invested. Note that CLOs are presented as an investment held
at fair value in line with how they are managed by the Group,
rather than being consolidated in accordance with IFRS
10.
Non-statutory Consolidated Statement of Cash Flows, excluding
those cash flows relating to third-party CLOs and other
investors
for the year ended 31
December
|
|
(Unaudited)
2024
£ m
|
(Unaudited)
2023
£ m
|
|
Cash flows from operating
activities
|
|
|
|
Cash generated from
operations
|
19.1
|
99.7
|
|
Tax paid
|
(1.5)
|
(4.7)
|
|
Net cash inflow from operating
activities
|
17.6
|
95.0
|
|
Cash flows from investing
activities
|
|
|
|
Investment in term deposits with
original maturities of more than three months
|
-
|
100.0
|
|
Acquisition of subsidiaries, net
of cash acquired
|
(162.8)
|
-
|
|
Payment for foreign exchange
option premium
|
-
|
(3.8)
|
|
Receipts from
investments
|
88.1
|
83.6
|
|
Purchase of investments
|
(255.8)
|
(46.9)
|
|
Receipt / purchase of other
investments
|
7.5
|
(7.5)
|
|
Interest received
|
6.9
|
8.5
|
|
Receipts on disposal of property,
plant and equipment
|
-
|
-
|
|
Payments for property, plant and
equipment and intangible assets
|
(2.9)
|
(4.0)
|
|
Purchase of investments in
CLOs
|
(46.4)
|
(35.6)
|
|
Net cash flows from investing
activities
|
(365.4)
|
94.3
|
|
Cash flows from financing
activities
|
|
|
|
Dividends and dividend equivalents
paid to shareholders of the Company and non-controlling
interests
|
(80.1)
|
(68.0)
|
|
Share buyback
|
(9.8)
|
(60.2)
|
|
Receipts from disposal of
subsidiary investments
|
32.5
|
-
|
|
Proceeds from the issue of US
private placement notes
|
325.1
|
-
|
|
Repayment of US private placement
notes
|
(31.8)
|
-
|
|
Drawings from related party
investors in intermediate fund holding entities
|
2.9
|
1.2
|
|
Principal elements of lease
payments
|
(15.4)
|
(6.6)
|
|
Drawings on bank
facilities
|
189.5
|
-
|
|
Repayment of bank
facilities
|
(189.5)
|
-
|
|
Interest paid
|
(14.2)
|
(7.2)
|
|
Net cash flows from financing
activities
|
209.2
|
(140.8)
|
|
Net increase or (decrease) in cash
and cash equivalents
|
(138.6)
|
48.5
|
|
Cash and cash equivalents at the
beginning of the year
|
238.8
|
196.0
|
|
Effect of exchange rate changes on
cash and cash equivalents
|
(9.4)
|
(5.7)
|
|
Cash and cash equivalents at the
end of the year
|
90.8
|
238.8
|
This unaudited non-statutory
consolidated statement of cash flows applies all of the measurement
and recognition requirements of IFRS and the accounting policies of
the Group, except for the requirement to consolidate CLOs and
structured vehicles through which third party investors have
invested. Consolidated CLO cash is not presented in the opening or
closing cash positions in this statement and all cash flows relate
to the non-CLO activities of the Group, excluding those cash flows
relating to third party investors.
Supplementary Information: Alternative performance measures
(APMs)
These full-year results include
several measures which are not defined or recognised under
International Financial Reporting Standards ("IFRS"), including financial and
operating measures relating to the Group such as EBITDA, Underlying
EBITDA, Underlying EBITDA margin, Underlying profit before tax,
Underlying FRE, Underlying FRE margin, PRE, Fee Paying AUM and
Total AUM, all of which the Group considers to be alternative
performance measures ("APMs"). These are reconciled to the
statutory results in the tables below.
These APMs and KPIs are used by the
Board and management to analyse the Group's business and
financial performance, track the Group's progress and help
develop long-term strategic plans. These APMs are presented to
provide additional information to investors and enhance their
understanding of the Group's results and operations. Furthermore,
the Board believes that these APMs are widely used by certain
investors, securities analysts and other interested parties as
supplemental measures of performance and liquidity. However,
as these measures are not determined in accordance with IFRS
or any generally accepted accounting standards, and are thus
susceptible to varying calculations, they may not be comparable to
other similarly titled measures used by other companies and have
limitations as analytical tools. In particular, there are no
generally accepted principles governing the calculation of these
measures and the criteria on which these measures are based can
vary from company to company, which means that other companies may
define and calculate such measures differently from the
Group.
In addition, as the Group is
required by IFRS to consolidate certain Collateralised Loan
Obligations ("CLOs") and
other structured vehicles which are managed by the Group and in
which the Group has an investment, and so the consolidated
statement of financial position includes the assets and liabilities
and the consolidated statement of cash flows includes
the gross cash inflows and outflows for the period for those
consolidated CLOs.
The consolidation of these CLOs and
other structured vehicles could distort how a reader of the
financial statements interprets the profit or loss, balance sheet
and cash flows of the Group, therefore the financial review
includes a summarised non-statutory balance sheet and cash flow
statement which exclude assets and liabilities relating to
third-party investors. Such measures are also APMs. Full versions
of these statements along with a non-statutory profit or loss can
be found on supplementary information: non-statutory consolidated
financial statements.
APMs should not be considered in
isolation and investors should not consider such information as
alternatives to total operating income, profit before tax or cash
flows from operating activities calculated in accordance with IFRS,
as indications of operating performance or as measures of the
Group's profitability or liquidity. Such financial information must
be considered only in addition to, and not as a substitute
for or superior to, financial information prepared in accordance
with IFRS included elsewhere in this announcement.
|
Total AUM
|
The total value of unrealised
assets as of the relevant date (as determined pursuant to the
latest quarterly or semi-annual valuation for each fund conducted
by the Group) plus undrawn commitments managed by the
Group.
Total AUM at 31 December 2024 was
$75.6 billion.
|
|
Fee Paying AUM
|
Assets under management for funds
upon which fees are charged by the Group including Separately
Managed Accounts (SMAs), CLOs and continuation funds, but excluding
co-investment vehicles.
Fee Paying AUM is either based on
total commitments (during the commitment period) or on net invested
capital (normally during the post-commitment period).
Fee Paying AUM at 31 December 2024
was €38.7 billion.
|
|
Management fee margin on Fee Paying
AUM
|
The underlying management fee rate
in the Group's funds, calculated as the weighted average management
fee rate for all Bridgepoint and ECP funds contributing to
Fee Paying AUM as at the end of the accounting period.
|
|
Underlying management and other
income
|
CLO management fees relating to
CLOs which are consolidated that are eliminated and form part of
PRE is added back to arrive at the underlying management and other
income.
|
Underlying management and other
income
|
2024
£m
|
2023*
£m
|
|
Management and other
fees
|
329.2
|
265.3
|
|
Add: CLO management fee
consolidation adjustment
|
6.8
|
-
|
|
Underlying management and other
fees
|
336.0
|
265.3
|
|
Other operating income
|
1.0
|
1.0
|
|
Underlying management and other
income
|
337.0
|
266.3
|
|
Add: ECP pre-completion management
and other income
|
67.0
|
-
|
|
Pro forma underlying management and
other income
|
404.0
|
266.3
|
|
|
PRE
|
PRE is calculated by adding the
fair value remeasurement of investments to carried interest income
and adding back adjustments for: (i) the impact of negative returns
in the early years of a fund due to management fee expenses based
on the full committed capital of the fund exceeding capital growth
from deployed invested capital (typically known as the 'J-curve'
and which is considered temporary); (ii) PRE attributable to
third-party investors that invest in a structured vehicle that is
consolidated by the Group under IFRS, due to its level of variable
returns, as its inclusion could distort the view of the amount of
PRE attributable to shareholders. Related finance costs payable to
the third-party investor are also excluded from finance expenses
and underlying profit before tax (2024 and 2023: nil); and (iii)
the CLO management fees reinstated as part of underlying management
fees, as explained above.
|
PRE
|
2024
£m
|
2023*
£m
|
|
Carried interest
|
59.1
|
30.0
|
|
Add: Fair value remeasurement of
investments
|
38.8
|
25.3
|
|
Less: CLO management fee
consolidation adjustment ((iii) above)
|
(6.8)
|
-
|
|
Add: PRE adjustments (a total of
adjustments (i) and (ii) above)
|
(0.4)
|
-
|
|
PRE
|
90.7
|
55.3
|
|
Add: ECP pre-completion
PRE
|
47.8
|
-
|
|
Pro forma PRE
|
138.5
|
55.3
|
|
|
Underlying total
operating income
|
The underlying total operating
income is calculated by adding Underlying management and other
income and PRE.
|
Underlying total operating
income
|
2024
£m
|
2023*
£m
|
|
Underlying management and other
income
|
337.0
|
266.3
|
|
PRE
|
90.7
|
55.3
|
|
Underlying total operating
income
|
427.7
|
321.6
|
|
Add: ECP pre-completion total
operating income
|
114.8
|
-
|
|
Pro forma underlying total
operating income
|
542.5
|
321.6
|
|
|
EBITDA
|
Earnings before interest, taxes,
depreciation and amortisation. It is calculated by reference to
total operating income and deducting from it, or adding to it, as
applicable, personnel expenses and other operating
expenses.
|
|
Underlying EBITDA
|
Calculated by excluding
exceptional items, certain share scheme expenses and PRE
adjustments from EBITDA. Exceptional items are items of income or
expense that are material by size and/or nature and are not
considered to be incurred in the normal course of
business.
Certain excluded share scheme
expenses relate to share-based payment awards that were granted
following the IPO. An explanation of the costs is included in note
9.
Further detail on the PRE
adjustments is set out in PRE section.
A breakdown of exceptional items
within EBITDA is included within note 9 of the condensed
consolidated financial statements.
|
Underlying EBITDA
|
2024
£m
|
2023*
£m
|
|
EBITDA
|
146.2
|
97.1
|
|
Add: exceptional items within
EBITDA
|
61.8
|
47.7
|
|
Add: certain share scheme
expenses
|
5.9
|
4.0
|
|
Add: PRE adjustments
|
(0.4)
|
-
|
|
Underlying EBITDA
|
213.5
|
148.8
|
|
Add: ECP pre-completion
EBITDA
|
78.5
|
-
|
|
Pro forma underlying
EBITDA
|
292.0
|
148.8
|
|
|
Underlying
EBITDA margin
|
Underlying EBITDA as a percentage
of underlying total operating income.
|
|
FRE
|
Underlying EBITDA less carried
interest and income from the fair value remeasurement of
investments and adding back the cost of investment linked bonuses
and costs relating to corporate development activities.
|
FRE
|
2024
£m
|
2023*
£m
|
|
Underlying EBITDA
|
213.5
|
148.8
|
|
Less: PRE
|
(90.7)
|
(55.3)
|
|
Add back: expenses excluded from
FRE
|
1.8
|
1.5
|
|
FRE
|
124.6
|
95.0
|
|
Add: ECP pre-completion
FRE
|
30.7
|
-
|
|
Pro forma FRE
|
155.3
|
95.0
|
|
|
FRE margin
|
FRE as a percentage of underlying
total operating income, excluding PRE.
|
FRE margin
|
2024
£m
|
2023*
£m
|
|
FRE
|
124.6
|
95.0
|
|
Underlying total operating
income
|
427.7
|
321.6
|
|
Less: PRE
|
(90.7)
|
(55.3)
|
|
Adjusted total operating
income
|
337.0
|
266.3
|
|
FRE margin
|
37.0%
|
35.7%
|
|
|
Pro forma FRE margin
|
Pro forma FRE as a percentage of
pro forma underlying total operating income, excluding pro forma
PRE.
|
Pro forma FRE margin
|
2024
£m
|
2023*
£m
|
|
Pro forma FRE
|
155.3
|
95.0
|
|
Pro forma underlying total
operating income
|
542.5
|
321.6
|
|
Less: Pro forma PRE
|
(138.5)
|
(55.3)
|
|
Pro forma adjusted total operating
income
|
404.0
|
266.3
|
|
Pro forma FRE margin
|
38.4%
|
35.7%
|
|
|
Pro forma FRE margin
(excluding catch-up fees)
|
Pro forma FRE (excluding catch-up
fees) as a percentage of adjusted total operating income excluding
catch-up fees.
|
FRE margin (excluding catch-up
fees)
|
2024
£m
|
2023*
£m
|
|
Pro forma FRE
|
155.3
|
95.0
|
|
Less: pro forma catch-up
fees
|
(30.4)
|
(6.8)
|
|
Pro forma FRE (excluding catch-up
fees)
|
124.9
|
88.2
|
|
Pro forma adjusted total operating
income
|
404.0
|
266.3
|
|
Less: catch-up fees
|
(30.4)
|
(6.8)
|
|
Adjusted total operating income
(excluding catch-up fees)
|
373.6
|
259.5
|
|
FRE margin (excluding catch-up
fees)
|
33.4%
|
34.0%
|
|
|
Underlying profit
before tax
|
Calculated by excluding
exceptional items, certain share scheme expenses, the amortisation
of acquisition-related intangible assets and PRE adjustments from
within profit before income tax.
|
Underlying profit before
tax
|
2024
£m
|
2023*
£m
|
|
Profit before tax
|
80.7
|
86.0
|
|
Add: exceptional items within
EBITDA
|
61.8
|
47.7
|
|
Add: amortisation of
acquisition-related intangible assets
|
19.4
|
3.0
|
|
Add: certain share scheme
expenses
|
5.9
|
4.0
|
|
Add: PRE adjustments
|
(0.4)
|
-
|
|
Add: exceptional net finance and
other expense or (income)
|
0.8
|
(6.9)
|
|
Underlying profit before
tax
|
168.2
|
133.8
|
|
Add: ECP pre-completion profit
before tax
|
69.3
|
-
|
|
Pro forma underlying profit before
tax
|
237.5
|
133.8
|
|
|
Underlying profit
before tax margin
|
Underlying profit before tax as a
percentage of underlying total operating income.
|
|
Underlying profit
after tax margin
|
Underlying profit after tax as a
percentage of underlying total operating income.
|
|
Underlying basic
and diluted earnings per
share
|
Calculated by dividing underlying
profit after tax inclusive of non-controlling interests by weighted
average and diluted weighted average number of shares at year
end.
|
Underlying basic and diluted
EPS
|
2024
£m
|
2023*
£m
|
|
Profit after tax
|
69.1
|
70.7
|
|
Add: exceptional items within
EBITDA
|
61.8
|
47.7
|
|
Add: amortisation of
acquisition-related intangible assets
|
19.4
|
3.0
|
|
Add: certain share scheme
expenses
|
5.9
|
4.0
|
|
Add: PRE adjustments
|
(0.4)
|
-
|
|
Add: exceptional net finance and
other (income)
|
0.8
|
(6.9)
|
|
Underlying profit after
tax
|
156.6
|
118.5
|
|
Weighted average number of ordinary
shares for purposes of basic and diluted EPS (m)
|
805.1
|
794.6
|
|
Effect of dilutive potential
ordinary share conversion (m)
|
206.6
|
-
|
|
Number of ordinary shares for the
purposes of diluted earnings per share (m)
|
1,011.7
|
794.6
|
|
Underlying basic EPS
(pence)
|
19.5
|
14.9
|
|
Underlying diluted EPS
(pence)
|
15.5
|
14.9
|
|
|
Pro forma earnings
per share
|
Calculated by dividing pro forma
underlying profit after tax inclusive of non-controlling interests
by the number of shares in issue as at year end and potential
ordinary share conversion.
|
Underlying basic and diluted
EPS
|
2024
£m
|
2023*
£m
|
|
Profit after tax
|
69.1
|
70.7
|
|
Add: exceptional items within
EBITDA
|
61.8
|
47.7
|
|
Add: amortisation of
acquisition-related intangible assets
|
19.4
|
3.0
|
|
Add: certain share scheme
expenses
|
5.9
|
4.0
|
|
Add: PRE adjustments
|
(0.4)
|
-
|
|
Add: exceptional net finance and
other (income)
|
0.8
|
(6.9)
|
|
Underlying profit after
tax
|
156.6
|
118.5
|
|
Add: ECP pre-completion profit
after tax
|
55.3
|
-
|
|
Pro forma profit after
tax
|
211.9
|
118.5
|
|
Ordinary shares in issue at year
end (m)
|
823.9
|
794.6
|
|
Effect of dilutive potential
ordinary share conversion (m)
|
206.6
|
-
|
|
Number of ordinary shares for the
purposes of pro forma earnings per share (m)
|
1,030.5
|
794.6
|
|
Pro forma basic EPS
(pence)
|
25.7
|
14.9
|
|
Pro forma diluted EPS
(pence)
|
20.6
|
14.9
|
|
|
Pro forma cash conversion
ratio
|
Calculated by dividing pro forma
cash generated from operations (excluding exceptional and adjusted
items) by FRE.
|
Pro forma cash conversion
ratio
|
2024
£m
|
2023*
£m
|
|
Pro forma cash generated from
operations
|
17.3
|
99.7
|
|
Exceptional and adjusted items
within cash flows from operations
|
138.6
|
18.3
|
|
Adjusted cash generated from
operations
|
155.9
|
118.0
|
|
Pro forma FRE
|
155.3
|
95.0
|
|
Pro forma cash conversion
ratio
|
100.4%
|
124.2%
|
|
|
Non-current assets (excluding
third-party CLO assets and investments attributable to third-party
investors)
|
Calculated by excluding
consolidated third-party CLO non-current assets and assets held by
third party investors from total non-current assets as defined by
IFRS and adding back the investment into CLOs on a non-consolidated
basis.
|
Non-current assets (excluding
third-party CLO assets and investments attributable to third-party
investors)
|
2024
£m
|
2023*
£m
|
|
Total non-current assets
|
1,791.0
|
582.2
|
|
Less: investments held by third
parties
|
(143.4)
|
-
|
|
Add: investment in CLOs on a
non-consolidated basis
|
117.7
|
81.1
|
|
Non-current assets (excluding
third-party CLO assets and investments attributable to third-party
investors)
|
1,765.3
|
663.3
|
|
|
Current assets (excluding
third-party CLO assets)
|
Calculated by excluding
consolidated third-party CLO current assets from total current
assets as defined by IFRS.
|
Current assets (excluding
third-party CLO assets)
|
2024
£m
|
2023*
£m
|
|
Total current assets
|
2,303.9
|
1,795.5
|
|
Less: consolidated CLO
assets
|
(1,978.2)
|
(1,348.8)
|
|
Less: consolidated CLO
cash
|
(69.0)
|
(76.0)
|
|
Current assets (excluding
third-party CLO assets)
|
256.7
|
370.7
|
|
|
Non-current liabilities (excluding
third-party CLO liabilities and liabilities attributable to
third-party investors)
|
Calculated by excluding
consolidated third-party CLO non-current liabilities and
liabilities attributable to third party investors from total
non-current liabilities as defined by IFRS.
|
Non-current liabilities (excluding
third-party CLO liabilities and liabilities attributable to
third-party investors)
|
2024
£m
|
2023*
£m
|
|
Total non-current
liabilities
|
2,495.6
|
1,318.8
|
|
Less: liabilities held by third
party investors
|
(110.6)
|
-
|
|
Less: fair value of consolidated
CLO liabilities
|
(1,696.2)
|
(1,152.0)
|
|
Non-current liabilities (excluding
third-party CLO liabilities and liabilities attributable to third
party investors)
|
688.8
|
166.8
|
|
|
Current liabilities (excluding
third-party CLO liabilities)
|
Calculated by excluding
consolidated third-party CLO current liabilities from total current
liabilities as defined by IFRS.
|
Current liabilities (excluding
third-party CLO liabilities)
|
2024
£m
|
2023*
£m
|
|
Total current
liabilities
|
408.1
|
337.7
|
|
Less: consolidated CLO
liabilities
|
(20.6)
|
(14.9)
|
|
Less: consolidated CLO purchases
awaiting settlement
|
(212.7)
|
(176.8)
|
|
Current liabilities (excluding
third-party CLO liabilities)
|
174.8
|
146.0
|
|
|
*
|
Comparative information for the
year ended 31 December 2023 has not been restated for the change in
certain APM definitions.
|
Directors
The directors of Bridgepoint Group
plc at 13 March 2025 are:
Tim Score
Raoul Hughes
Ruth Prior
Angeles Garcia-Poveda
Archie Norman
Carolyn McCall DBE
Cyrus Taraporevala
Forward Looking
Statements
This announcement may include
forward-looking statements. Forward-looking statements are
statements that are not historical facts and may be identified by
words such as "plans", "targets", "aims", "believes", "expects",
"anticipates", "intends", "estimates", "will", "may", "continues",
"should" and similar expressions. These forward-looking statements
reflect, at the time made, the beliefs, intentions and current
targets/aims of Bridgepoint Group plc (the "Company"). Forward-looking statements
involve risks and uncertainties because they relate to events and
depend on circumstances that may or may not occur in the future.
The forward-looking statements in this announcement are based upon
various assumptions. Although the Company believes that these
assumptions were reasonable when made, these assumptions are
inherently subject to significant known and unknown risks,
uncertainties, contingencies and other important factors which are
difficult or impossible to predict and are beyond its control.
Forward-looking statements are not guarantees of future performance
and such risks, uncertainties, contingencies and other important
factors could cause the actual outcomes and the results of
operations, financial condition and liquidity of the Company, its
subsidiary undertakings or the industry to differ materially from
those results expressed or implied in this announcement by such
forward-looking statements. No representation or warranty, express
or implied, is made that any of these forward-looking statements or
forecasts will come to pass or that any forecast result will be
achieved. Undue influence should not be given to, and no reliance
should be placed on, any forward-looking statement. No statement in
this announcement is intended to be nor may be construed as a
profit forecast. Neither the Company, nor any of its subsidiaries
nor any of their affiliates, nor any of its or their officers,
employees, agents or advisers, undertake to publicly update or
revise any such forward-looking statement, except to the extent
required by applicable law.
Issued by Bridgepoint Group
plc
LEI:
213800KFNMVI8PDZX472
Registered in England and Wales
no. 11443992.
Registered office: 5 Marble Arch,
London, W1H 7EJ
